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For Opinion See 102 Fair Empl.Prac.Cas. (BNA) 852 , 2006 WL 1716221 , 2005 WL 846221 , 2005 WL 165387 , 2004 WL 2713259 , 2004 WL 2538471 , 2004 WL 2331814 , 2004 WL 2203410 , 2004 WL 1853149 , 2004 WL 1234116 , 2002 WL 1949911 , 89 Fair Empl.Prac.Cas. (BNA) 747
United States District Court, D. Minnesota, Fourth Division.
Roderick ARNOLD, Nii-Akwei Acquaye, Sean Allen, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virginia Douglas, Cheneta Hughey, Jacqueline Jenkins, Keith Lewis, Vivian Little, Valerie Mason-Robinson, Anthony McDowell, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Steve Wint, and Sean
Wright, On behalf of themselves and all others similarly situated, Plaintiffs, v.
CARGILL, INCORPORATED, Defendant. Civil Action No. 01-CV-2086 (DWF/AJB).
May 7, 2003.
Jury Trial Demanded
Injunctive Relief Sought
FIRST AMENDED COMPLAINT
Plaintiffs, on behalf of themselves and all others similarly situated, bring this class action against Cargill, Incorporated (“Cargill”) under 42 U.S.C. § 1981 and under the Minnesota Human Rights Act, Minn. Stat. § 363.01 et seq., prohibiting discrimination in employment on the basis of race. In support of the claims for damages and other legal and equitable relief, plaintiffs allege:
I.
INTRODUCTION
1. This is a suit by current and former Cargill African American managers and professional employees alleging that Cargill has discriminated against them in terms of advancement, compensation and termination in violation of federal and state civil rights laws.
2. Cargill has effected this discrimination against its African American employees by creating and maintaining centralized, company-wide systems that are designed and implemented to favor employees who “look and talk” like Cargill's white executives. These systems include the “Key Employee Identification System” and its successor, the Leadership and Talent Management Program, used to identify high potential employees; the “Selection Grid Process,” used in connection with promotions; and the performance appraisal system, known as the “Performance Management Process” (“PMP”) and its predecessor “Management by Objectives” (“MBO”). Cargill also has allowed to flourish an atmosphere and culture of hostility toward providing equal employment opportunities for African Americans within the company, and failed to take effective action to correct this extensive pattern and practice of systemic discrimination.
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3. Plaintiffs bring this case as a class action under Rule 23 of the Federal and Minnesota Rules of Civil Procedure. They seek to represent a class of former, current and future African American employees of Cargill in managerial and professional salaried positions who have suffered from race discrimination between the earliest date permitted by law and the present. Plaintiffs claim that Cargill has engaged in a pattern and practice of racial discrimination that is manifested in various ways, including limiting or denying opportunities for African Americans to advance in the company on an equal basis with non-African Americans, compensating them less than similarly-situated non-African American employees, terminating African American employees for conduct for which non-African Americans are not disciplined or terminated, and selecting African American employees for layoff or position elimination when less qualified non-African American employees are advanced and retained.
II.
JURISDICTION AND VENUE
4. This Court has original jurisdiction over this action under 28 U.S.C. §§ 1331 and 1343 because plaintiffs allege claims in violation of a federal statute, 42 U.S.C. § 1981, which gives all persons within the United States equal rights to make and enforce contracts.
5. Venue is proper in this judicial district under 28 U.S.C. § 1391(b) and (c). A substantial number of the events or omissions giving rise to plaintiffs' claims arose in Minnesota. Defendant is a corporation that is headquartered and does business in Minnesota and is subject to personal jurisdiction in this district.
6. This action also alleges a claim under the Minnesota Human Rights Act (“MHRA”), Minn. Stat. §363.01 et seq. The Court has supplemental jurisdiction over this claim under 28 U.S.C. § 1367.
III.
THE PARTIES
A. Defendant
7. Cargill is incorporated in Delaware. Its headquarters and principal place of business are in Hennepin County, Minnesota, at 15407 McGinty Road, Wayzata, Minnesota 55391. This lawsuit includes each of Cargill's subsidiaries and affiliated companies, all of which are subject to Cargill management and control.
8. Cargill is one of the world's largest privately held companies. It is an international marketer, processor and distributor of agricultural, food, financial and industrial products and services. The company employs approximately 97,000 employees in 59 countries. Cargill's six key business areas are commodity trading, processing of agricultural commodities, production of agricultural products, production of industrial products, transportation and financial services. Cargill's reported sales surpassed 50 billion dollars in 2002. Current company assets exceed 18 billion dollars and its net worth is approximately 8.1 billion dollars.
B. Plaintiffs
1. General Allegations as to All Plaintiffs
9. Plaintiffs are African Americans who are current or former employees of Cargill. Each is or was a salaried
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employee.
10. As a result of Cargill's systemic pattern and practice of race discrimination and/or its implementation of employment policies and practices resulting in a disparate impact on African American employees, each of the plaintiffs has experienced discrimination in one or more aspects of his or her employment, including advancement, compensation and/or termination.
2. Specific Allegations as to Individual Plaintiffs
11. Plaintiff Roderick Arnold has worked at Cargill since 1985. He currently holds a grade 12 Maintenance Manager position in the Rail Fleet Department. He was previously a grade 12 Rail Fleet Manager. Arnold has worked for Cargill in the Oilseeds Division in Kansas City and West Fargo, North Dakota and in the Corn Milling Division in Dayton, Ohio, Cedar Rapids, Iowa and Minneapolis. He has a Bachelor of Business Administration degree in Transportation Logistics Management from Kent State University.
12. Plaintiff Nii-Akwei Acquaye worked at Cargill beginning in May 1997. He was a grade 12 Business Development Manager within the Business Development Group in Cargill's Food Systems Design Platform prior to his constructive discharge in March 2002. He is currently working on a USAID-funded project in Bangladesh. He has a Bachelor of Science degree in Chemical Engineering from Hampton University and an MBA in Strategy and Marketing from the University of Minnesota Carlson School of Business.
13. Plaintiff Sean Allen has worked at Cargill since June 22, 1992. He is currently a grade 9 Territory Manager and a Business Development Manager for Bonaire in the Salt Business Unit. He previously worked as a Commodity Merchant and Marketing Representative in the Corn Milling Division in Dayton, Ohio, until a May 1998 transfer to the Salt Business Unit. Allen has a Bachelor of Arts degree in Economics from Morehouse College.
14. Plaintiff Hollis Branham began working for Cargill in April 2000 as a salaried non-exempt Chemical Analyst for the Fertilizer Division. He worked in that capacity until he was laid off in October 2001. On February 4, 2002 Branham returned to Cargill. He is currently a Logistics Coordinator in the Fertilizer Division with exempt status. Branham graduated from Florida A&M University with a Bachelor of Science degree in Chemistry and is certified with the American Chemical Society.
15. Plaintiff Toya Brown started working at Cargill as a paid intern. She then received a position in the Cargill Grain Division as a Commodities Merchant in June 1997. In March 2001, Cargill constructively discharged Brown. She has a Bachelor of Science Degree in Agribusiness from Florida A&M University.
16. Plaintiff Dawn Collins worked at Cargill from July 1992 until Cargill constructively discharged her on September 15, 1999. At the time of her discharge, Collins was a grade 9 Diversity and Retention Specialist. She previously had worked as a Staff Accountant in the Financial Markets Group and a Corporate Auditor in the Worldwide Audit Department. She has a Bachelor of Arts degree in Accounting from California State University, Dominguez Hills.
17. Plaintiff Louis Darden worked at Cargill for over 23 years, until Cargill fired him without warning on May 15, 2001 from his grade 13 Maintenance Manager position at Excel, a wholly owned Cargill subsidiary. He has a Bachelor of Science degree in Mechanical Engineering from George Washington University and has taken postgraduate classes in Business Administration at Jacksonville State University.

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18. Plaintiff Della Dickson has worked at Cargill since 1980. She is currently a grade 11 Project Manager in North American Transportation and Logistics. Over her twenty-plus years at Cargill, she has worked in the Flour Milling, Salt, and Oilseed Processing Divisions. She has a Bachelor of Arts degree in Business Management from Dallas Baptist University and an MBA degree concentrating in Finance from the University of St. Thomas.
19. Plaintiff Virginia Douglas began working at Cargill in 1990 as a Teletypist in Cargill Investor Services (“CIS”), and later moved into various positions in the CIS Treasury and Corporate Accounting Departments. In January 2000, she became the Regulatory Accounting Supervisor at a grade level 6. She held that position until Cargill constructively discharged her in December 2000. Douglas holds an Associate of Arts degree in Business Administration and a Bachelor of Arts degree in Accounting from Robert Morris College.
20. Plaintiff Cheneta Hughey joined Cargill as a Staff Accountant in the Seed Division in July 1996. Cargill terminated her in December 1997. Hughey has a Bachelor of Science degree in Accounting from North Carolina A&T State University, where Cargill recruited her to join the company.
21. Plaintiff Jacqueline Jenkins worked at Cargill as a Grain Merchant in the Grain Marketing Division from July 1988 until May 1995, and in Cargill Marketing and the Oilseeds Division from 1995 until August 1997, when Cargill constructively discharged her. She has a Bachelor of Science degree in Agricultural Economics from Fort Valley State College and a Master of Science degree in Agribusiness Management and Marketing from the University of Kentucky.
22. Plaintiff Keith Lewis worked at Cargill for nearly nine years in various Cargill divisions, including Cargill Investor Services, the Corporate Global Financial Systems department, and Cargill Carriers, a division of Cargill Marine & Terminal, until Cargill constructively discharged him in July 1999. He has a Bachelor of Science degree in Computer Sciences from Bradley University and an MBA in Information Systems and Finance from Keller Graduate School of Management.
23. Plaintiff Vivian Little began working at Cargill in October 1997 as an Administrative Assistant with both the Financial Markets and Sales and Marketing divisions in Chicago, Illinois. In April 2002, Little transferred to the Financial Controls Group in Corporate Accounting to work as an Accounting Clerk. Little is completing a degree in accounting at the DePaul University School of New Learning. Cargill constructively discharged Little and she left the company on March 10, 2003.
24. Plaintiff Valerie Mason-Robinson worked at Cargill as a Sales Representative in the Salt Division from 1996 until July 1998, when Cargill constructively discharged her. She earned a Bachelor of Science degree in Chemical Engineering from the Illinois Institute of Technology.
25. Plaintiff Anthony “Chris” McDowell began working for Cargill in November 1997 at the Cargill Oil Seeds Plant in Fayetteville, North Carolina. McDowell worked in a salaried non-exempt Crew Leader/Shift Supervisor position from December 2000 to January 2002. Cargill constructively discharged McDowell. He left the company on December 2, 2002. Prior to joining Cargill, McDowell served six and one half years in the United States Army, attending “NCO” (Non-Commissioned Officer) school, a Primary Leadership Course, and receiving a number of achievement awards. His last position in the Army was E4 Specialist.
26. Plaintiff Michael Mitchell began his employment at Cargill in October 1999 as a grade 7 Maintenance Supervisor. He moved to the position of grade 9 Technical Services Representative in the Quality Department of the Phosphoric Acid Plant in Cargill's Fertilizer Division in November 2000. Cargill constructively discharged
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him in July 2001. He received a Bachelor of Science degree in Electrical Engineering from North Carolina State University and recently entered the MBA Executive Program at the University of North Carolina.
27. Plaintiff Phyllis Reece began working as a Production Supervisor in Cargill's Grain Division in Louisiana as an intern in 1992. In May 1993, Reece accepted a position as a Production Supervisor, again with the Grain Division in Louisiana. She transferred to Cargill's Chesapeake, Virginia plant in 1996 where she was a Maintenance Supervisor until Cargill constructively discharged her in January 1999. She has a Bachelor of Science degree in Computer Integrated Manufacturing Technology from Alcorn State University.
28. Plaintiff Tonya Ross worked at Cargill from December 1991 until June 2001. She began her Cargill career as High Fructose Coordinator in the Corn Milling Division in Dayton, Ohio, and then obtained a promotion to Corn Syrup Coordinator. During restructuring in 1997, Cargill demoted her back to her former position as High Fructose Coordinator. In March 1999 Ross became a grade 5 or 6 Inventory Planner. She attended Wright State University, majoring in Business Management.
29. Plaintiff Charles Scott worked at Cargill as a Sales Representative in the Steel and Wire Division and as a Merchant in Ferrous International from 1991 until Cargill terminated him effective December 31, 1997. He has a Bachelor of Science degree in Business Management from Tennessee State University.
30. Plaintiff Clintonia Simmons began at Cargill in May 1988 as a Sales Representative in the Corn Milling Division, and became a Product Manager in 1993. When Cargill eliminated her Product Manager position in 1998, she accepted a Senior Territory position. Simmons worked in that capacity until she left Cargill in July 1998. She holds a Bachelor of Arts degree in Marketing from Memphis State University.
31. Plaintiff Tausha Tate worked from June 1998 to April 2000 as a Production Manager in Cargill Oilseeds Division at the Corn Plant in Memphis, Tennessee. She has a Bachelor of Science degree in Chemical Engineering with a minor in Operational Management from the Illinois Institute of Technology.
32. Plaintiff Emily Tyler has a Bachelor of Science degree in Accounting from Chicago State University and is a Certified Public Accountant. She worked at Cargill from 1992 until Cargill constructively discharged her in August 2000 from her position as a grade 10 Third Party Disbursements Manager.
33. Plaintiff Jacqueline Williams worked at Cargill from 1993 until May 2002. She began in the Grain Division IT Department and transferred to the IT Department in the Fertilizer Division in April 1996. In July 2001 she took a sabbatical from her IT Technical Analyst position to teach at Florida A&M University. When Williams completed her teaching in May 2002, Cargill informed her that she no longer had a position in the Fertilizer Division. She received a Bachelor of Science degree in Computer and Information Systems from Florida A&M University.
34. Plaintiff Cheryl Willis began working at Cargill in 1986 as an Applications Programmer in the Corporate IT Department and in a position in IT Education. In 1997, Willis moved into a position as IT Business Consultant, but Cargill later demoted her to her previous position in IT Education. Cargill laid her off on April 30, 2001. She has a Bachelor of Arts degree in Computer Science from Spelman College.
35. Plaintiff Steve Wint has worked at Cargill since March 17, 2000. He is currently a grade 4 salaried nonexempt Forklift Driver with Cargill Salt's Port of Tampa facility. Wint's work experiences prior to Cargill include nearly two years at Texaco-Motiva where he held supervisory duties and over fourteen years at Smith
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Barney where his last position was Assistant Manager Machine Operator.
36. Plaintiff Sean Wright worked for Cargill as a Merchant in the Grain Division from May 1997 until Cargill fired him on July 12, 2000. He has a Bachelor of Science degree in Agricultural Business from Florida A&M University.
IV.
PATTERN AND PRACTICE ALLEGATIONS
A. Cargill Has a History of Discrimination Against African American Employees
37. Cargill has engaged in a pattern and practice of purposeful race discrimination throughout the limitations period and before. In the early 1980s, Cargill's management ranks were almost exclusively white. Many of these managers expressed pervasive hostility toward African Americans generally, and toward affirmative action in particular, resulting in a failure to hire qualified African Americans and systemic discrimination against those few who were hired.
38. In 1982, two Cargill employees, James Foster and Avril Adams, commenced a class action in this court on behalf of women and African American applicants, employees and former employees at Cargill. This case was entitled Foster, et al. v. Cargill, Inc., Civ. No. 3-821829 (D. Minn.). After several years of litigation, Cargill and the plaintiffs agreed to resolve the Foster litigation through a class action settlement. The parties entered into a Consent Decree requiring Cargill to engage in affirmative conduct to assure equal employment opportunities for women and African American applicants, exempt employees, and terminated exempt employees. The court certified two classes, one of which constituted all incumbent exempt African American employees and applicants as of the date of the final approval of the Consent Decree through the expiration of the Consent Decree, and all African American exempt employees terminated (constructively or otherwise) at any time from January 21, 1981, through the date of preliminary approval of the Consent Decree. By its terms, the Foster Consent Decree expired after four and a half years, on August 31, 1989.
B. Cargill's Racial Bias Emanates from Its High Level Executives Who Pay Lip Service to Equal Employment Opportunity but Do Not Support It
39. Cargill has acknowledged the need for top-level commitment to correct problems caused by systemic discrimination and has taken steps to create the appearance that it was making efforts to correct such problems. Cargill CEO Whitney MacMillan issued an Equal Employment Opportunity statement which purported to affirm Cargill's commitment to equal employment opportunity. The statement promised that responsibility for equal employment begins at the CEO level and that a newly formed “EEO Committee” and the Corporate EEO Manager would centrally control and monitor all aspects of the employment relationship to ensure that fair opportunity existed throughout the company. He further stated that Cargill would formally evaluate managers and supervisors for their contributions to Cargill's affirmative action objectives. CEO MacMillan also promised that Cargill would systematically conduct internal EEO audits to review the statistical impact of personnel decisions to ensure that minorities had full and equal access to opportunity at Cargill.
40. On January 12, 1995, Cargill's President of North American Operations and Chairman of the North American Human Resource Committee, Warren Staley, the current company CEO, issued a similar memorandum to di-
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vision presidents and department managers. The memorandum recognized Cargill's need to effectively monitor “promotions for females and blacks in the production and sales families,” and admitted that “Applicant Flow Data has been ignored by some Divisions.” The memorandum stated: At a minimum, all divisions should be using the PMP/MBO process at least annually for each employee and review promotions using a grid analysis and general workforce availability review. However, leadership requires more. You need to review your internal procedures for positive programs that equalize promotion opportunities for those who may encounter social or cultural barriers ... and eliminate stereotypes and preconceived notions on the basis of race, gender or national origin.
41. Such pronouncements have proven hollow. Any steps taken in their furtherance have failed to receive company-wide implementation and have not produced any lasting results. A pattern of bias even worse than the one that gave rise to the Foster litigation became evident at Cargill in the 1990s.
42. The pronouncements have not resulted in improved EEO opportunities because managers know, based on senior executives' own words, that they do not want Cargill to change and are paying only lip service to EEO principles. For instance, then-CEO MacMillan told an audience of Cargill managers and recruiters at the corporate office center in 1992 or 1993 that the principal goal of Cargill's recruitment and advancement systems was to “find and advance people who look and talk like me.”
43. James Howard, a Cargill Executive Vice President and member of the Board of Directors, told K. Rashid Nuri, a Cargill African American manager in Nigeria, that Cargill's executive management trusts only “Americans, Dutch, English and reluctantly, the French” to run the company and would never provide real opportunity for employees of African descent to advance to senior management. By letter dated October 19, 1991, Nuri reported this statement to then-CEO MacMillan, but received no response or explanation.
44. Sometime in the mid-1990s, Scott Van Orsdel, the white Manager of Compliance and Standards, and acting supervisor of Cargill's Workforce Diversity Department, told Yvonne Blaine, Cargill's Workforce Diversity Manager, and Diversity Specialists Nicolle Strait and Colleen Leahy that all decisions regarding Cargill's EEO policy and practices “would be made by middle-aged white males and not by minorities or women.”
45. This well-known bias of Cargill senior executives has ensured that all Cargill programs have the effect urged by CEO MacMillan - only those who look and talk like him prosper at Cargill.
46. Thus, Cargill's almost exclusively white managers have known throughout the 1990s that they can exercise their virtually unfettered subjective discretion to make advancement, compensation, and termination decisions in a racially biased manner without risk of repercussion. They have known that Cargill truly does not value diversity, and that real change and opportunity for African Americans is not a priority. This knowledge produces alarming racial disparities through, among other things, the operation of three systems at Cargill described below.
C. Three Company-Wide Evaluative Processes Both Cause and Are Used to Justify a Pattern of Discrimination at Cargill
47. The biased attitude of Cargill's almost exclusively white management has resulted in the discriminatory design, implementation and manipulation of three company-wide evaluative systems that are critical to success as a Cargill employee - the Key Employee Identification System and its successor, the Leadership and Talent Management Program, Selection Grid Process, and Performance Management Process. Cargill's discriminatory
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use of these three systems has had a devastating effect upon the advancement, compensation and ongoing employment of African American salaried employees.
48. The human resources function at Cargill corporate headquarters implements, enforces, and coordinates the company's policies and practices. These discriminatory policies and practices apply throughout Cargill's operating structure, including thirteen business “platforms” and business units, similar to divisions, within each platform.
1. The Key Employee Identification System
49. Known by its acronym “KEIS,” the Key Employee Identification System is a secretive career advancement mechanism that limits African American employees' access to career development opportunities. (The successor program to KEIS had the same discriminatory effect and was called the Leadership and Talent Management Program. Together they shall be referenced as “KEIS” for purposes of this complaint.) Cargill conceals the workings of KEIS from its employees, who do not know how Cargill rates them or how these ratings affect their career progression. Cargill executive and senior management have used this system for about a decade purportedly to identify employees with “high potential,” who are then groomed for rapid career advancement. For employees so designated, career development and progression planning resources are abundant. Conversely, employees not rated under the system or deemed lacking in “high potential” have little to no chance for substantial career advancement. Cargill management meets at least bi-annually to conduct comprehensive succession planning based principally on employees' KEIS ratings. This system applies company-wide and has directly impeded the career progression of the named plaintiffs and the proposed class.
50. The KEIS criteria for designating employees as having “high potential” are almost entirely subjective. Under this system, managers are asked to select employees they consider to have “high potential”; give them numerical ratings on certain subjective “behavior traits,” such as “communication” or “initiative”; and grade their readiness for promotion (i.e., whether the employee has achieved his or her potential, should be able to advance one more level or salary grade, or has potential for at least two more levels of advancement). Cargill does not share these ratings and designations with anyone but mid-to-upper level and executive management at Cargill. However, the ratings and designations often are the principal considerations when determining promotions, employee raises and payment of bonus or incentive income.
51. Cargill makes no meaningful effort to foster diversity through this system or to prevent bias from infecting this subjective process. Cargill does not effectively train its predominately white managers on how to rate employees under this system or how to detect discrimination in the process. As a result, Cargill does not select African American employees as high potential employees in numbers commensurate with their performance and objective accomplishments.
52. The effect of this biased, subjective potential rating system is exacerbated because Cargill does not require internal posting of all salaried positions, to allow open and competitive applications. Cargill almost never posts openings at salary grade 12 and above, thereby shielding open positions from a competitive candidate screening process. This is contrary to numerous recommendations to corporate headquarters proposing a comprehensive posting system for all open positions. Nor does Cargill follow or require any designated screening or competitive candidate selection process for open promotions. As a result, Cargill allows its overwhelmingly white management to preselect favored employees for promotions, often citing or relying on KEIS ratings, without consequence or effective internal corporate review. This discretion increases for progressively higher positions in
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the corporate hierarchy.
53. KEIS also directly affects the management training and mentoring offered to employees. Cargill management operated a career and skills development program known as the “Cargill Leadership Development Program,” or by its acronym “CLDP,” as well as an “Executive Education” program through the Minnesota Management Institute and the executive education programs of many of the major college and universities around the world. The CLDP, which began in 1991, allowed Cargill management to select a group of approximately 30-50 salaried employees who then participated in a yearlong program that involved training sessions lasting 2-4 days every four to six weeks. The program applied company-wide and was designed to accelerate leadership skills and career development for the selected employees.
54. Cargill gives employee KEIS ratings great weight when determining whom to select for CLDP and related program participation. As a result, very few African American employees have ever been selected to participate in this program. For instance, in the first five years of the program, from 1992 through 1997, 151 Cargill managers participated in the program. Only three, or less than 2%, are African American, and they failed to realize the same benefits from the program as similarly situated non-African American participants.
55. Cargill has long enforced a company-wide policy to “promote from within” whenever possible. Therefore, as African American employees increase in number in entry-level positions at Cargill, the number of African American employees in higher-grade positions should correspondingly increase. This has not occurred. There is only one African American officer-level employee at the company, Frank Sims, a Corporate Vice President of Transportation with twenty-eight years of experience. The KEIS system at Cargill creates and perpetuates this pattern of race discrimination.
2. The Selection Grid Process
56. Originally designed pursuant to the Foster Consent Decree to guide fair promotion decisions, Cargill uses the “Selection Grid Process” to provide a seemingly objective imprimatur on wholly subjective, pre-determined and discriminatory promotion and termination decisions.
57. Under the Foster Consent Decree, the Selection Grid Process required all Cargill managers to determine the “core competencies” and objective qualifications for all open non-entry level promotions in five job families (accounting, data processing, merchandising, production and sales), and to evaluate all candidates in the light of these qualifications in advance of filling any open position. To the extent a minority and/or female employee was as qualified for a promotion as other candidates under the mandated grid analysis, the Consent Decree required Cargill to select that minority or female employee for the position.
58. After the Decree expired, Cargill managers have continued to use the Selection Grid Process and have expanded its application far beyond the five job families. However, they have perverted its use to facilitate rather than eradicate discrimination.
59. Among other abuses, Cargill has permitted its managers to use the Selection Grid Process after preselecting candidates for open promotions, thereby allowing them to justify, after the fact, discriminatory promotion and layoff decisions that were entirely subjective and directly contrary to equal employment opportunity law. Cargill management has actively concealed its improper use of this system to the present time.
3. Performance Management Process (PMP)
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60. Cargill's company-wide PMP and previous MBO systems governing performance appraisals have design flaws that enable managers to use the system in a biased manner. Cargill often uses unfair performance appraisals to prevent advancement of African Americans, to explain pay inequities, and to justify discriminatory terminations.
61. One component of Cargill's PMP rates employees on numerous “behavioral competencies” such as “incentive,” “leadership” and “communication.” The behavioral competencies are almost entirely subjective and not linked to any specific tasks, making them more vulnerable to discriminatory manipulation. Managers rate African American employees disproportionately poorly on the subjective behavioral competencies.
62. Another component of the system requires managers and supervisors to design “Key Result Areas” or KRAs to reflect the critical areas of responsibility for the employee. Cargill policy requires each manager or supervisor to meet with every employee the manager supervises at the start of the fiscal year (June 1st), and design KRAs to serve as objective measurements of the employee's performance in the following year. Then, periodic evaluations of the employee are supposed to occur based on his or her progress against the agreed-upon goals. However, supervisors and managers regularly violate these requirements in relation to African American employees. Some African American employees are not regularly reviewed. Others are not informed of their KRAs until after the performance review is complete and the rating period has ended. This has been the pattern for the named plaintiffs and the larger class. The oversight of the PMP process is so lax that managers can, and often do, manipulate the ratings at will if they are unhappy with the resulting employee rating. As a result of this unfettered discretion, African American employees are generally rated less favorably than similarly performing non-African American employees. This affects annual compensation, advancement, training, and mentoring, thus perpetuating the discriminatory pattern.
D. Infected by Executive/Managerial Bias, the Three Evaluative Processes Produce a Pattern and Practice of Discrimination in Advancement, Compensation and Termination Decisions
63. The experiences of the named plaintiffs in terms of advancement, compensation and termination reflect the devastating impact of these systems on African American managers and professional employees at Cargill, and depict the larger pattern that affects the class. African American salaried employees consistently are rated lower than similarly situated non-African American peers in the PMP/MBO process, despite equal or better objective performance. African American employees in general, and even those limited number of African American employees who are recognized as exceeding expectations in the PMP/MBO system, fare even worse under entirely subjective systems like KEIS. African American employees either are not rated at all, or are identified as having lower potential for advancement than lesser performing and similarly situated non-African American peers. As a result, Cargill denies African American employees the opportunities in succession planning that accompany the KEIS ratings, making those employees less competitive for job openings at the same level as similarly situated non-African American employees. Also, through manipulation of the Selection Grid Process, Cargill unfairly denies promotions to African American employees and/or justifies their terminations. All of these systems negatively impact African American employees' compensation in comparison to their non-African American peers.
1. Advancement
64. Numerous African American employees have applied for advancement opportunities and/or promotions for which they were qualified, only to be rejected. Still others were deterred from applying because, based upon Cargill's treatment of minorities, they believed that such applications were futile. Cargill managers are fre-
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quently permitted to “preselect” candidates before posting positions, and to publish the preselection in the posting, thus expressly deterring qualified African American candidates from applying. Other plaintiffs and class members were not even permitted to be candidates for promotions that were never posted and were filled through non-competitive favoritism. This pattern is not seen among non-African Americans at Cargill.
65. As recently as last year, Cargill internally published a summary of “exit interviews” for valued employees who left Cargill between December 1, 1999 and May 31, 2000. This survey acknowledged the existence of an “old fashioned work environment” throughout Cargill, where promotions were based on personal relationships with managers and not on merit. The result is that qualified African American employees do not advance at a rate commensurate with their skills or objective accomplishments, and fall dramatically behind similarly situated, less qualified non-African American employees. A description of the advancement experiences of several plaintiffs demonstrates ways in which these systems at Cargill unfairly deprive African American employees of advancement opportunities.
66. Rod Arnold participated in the CLDP program in 1993-1994, and was rated under the KEIS system in this time period, although he does not know his specific ratings. He received three promotions between 1985 and 1996, the last being to a grade 12 Rail Fleet Manager in the North American Corn Milling Division. Since then, he has not been competitive for any promotions, despite his excellent objective performance. This leads to the conclusion that Cargill now considers Arnold “appropriately placed” and thus not promotable, or has not even rated him under this system since 1996. Arnold was passed over for three promotions last year, all of which went to less qualified white males. Peter Cleary was awarded a grade 13 Rail Fleet Manager position, Jeff Greavu was awarded a grade 13 General Transportation Manager position, and Richard Dolski received a grade 13 Supply Chain Manager position. Cargill failed to post two of these jobs, and did not even bother to interview Arnold although he expressed his interest in each position. After a department consolidation in January 2001, Arnold was demoted to a grade 11 Maintenance Manager position. He was permitted to retain his grade 12 designation after this demotion, but his ability to receive salary increases or promotions has been severely restricted. Despite his extensive experience and successful track record as a manager, Arnold was not considered for any other position in lieu of demotion.
67. Cargill has repeatedly passed over Sean Allen for promotions in favor of less qualified white employees. Allen transferred to a Territory Manager position in the Salt Business Unit in May 1998 because Mike Schmit, the white male Director of Sales, told him he had management potential and that management positions would be available to him after 18-24 months. Allen still has not been promoted to a Regional Sales Manager position despite three years of successful performance as a Territory Manager. Although Allen met all of the objective qualifications for a recently available promotion, Cargill passed over him in favor of Dennis Warnke, a white male with limited sales experience. When Allen questioned him about this, Schmit explained that Warnke had scored higher on the Selection Grid Process used to award the position. Schmit promised to “work with” Allen to ensure better scores on future grid tests, but would not provide him with any of the paperwork for the grid process or explain how Warnke could have scored more highly despite his inferior qualifications.
68. When Clintonia Simmons told the hiring manager she was interested in a new Commercial Manager position for which she was qualified, she learned that pre-selection had already occurred for the job. The manager told her words to the effect that “they already had someone in mind for the position.” Simmons did not get the position.
69. Steve Wint has seen his Caucasian peers promoted into positions that were not posted or were posted after
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the position was already filled. Wint was interested in a promotion to Shift Coordinator that went to Alan McDorman, a Caucasian employee who started nine months after Wint. The Shift Coordinator position requires a skilled employee who is cross-trained in a variety of jobs. Steve Wint is cross-trained, but McDorman is not. Despite Wint's seniority over McDorman, and the fact that he is cross-trained, he was not even offered a chance to apply for the position.
70. Cargill has repeatedly denied promotions to Della Dickson despite her twenty-plus year tenure and her MBA degree in finance. Shortly after receiving her MBA in 1994, Dickson was rated under the KEIS system and was selected for an executive education program and active mentoring. Cargill assigned Frederic W. Corrigan, currently an Executive Vice President at Cargill and then President of Cargill's Fertilizer Division as her mentor. Corrigan paid little attention to Dickson, and did nothing to guide her in seeking greater opportunities and advancement at Cargill. When Dickson recently requested the opportunity to participate in the CLDP process, her immediate manager, Doug Montgomery, told her she was not “competitive” for this program, with no further explanation. This has devastated Dickson's ability to advance at Cargill. In 1997, Dickson made a lateral transfer to her current grade 10 Project Manager position. Since then, Cargill has failed to consider her for numerous promotions for which she expressed interest and for which she was qualified. For instance, in December 2000, Dickson learned that Cargill white managers Dan Ruiter, Dave Schimke and Wayne Teddy placed a less qualified white employee, Karen Morgan, into a position that was entirely consistent with Dickson's repeated requests for promotion opportunities. In the spring of 1998 she was the only member of her team to express an interest in a grade 13 Rate Management Team Leader position. Cargill never even interviewed her, and awarded the position to a white male with little experience, whom Dickson had to train for almost every aspect of the job. Dickson received her first negative performance evaluation in twenty years in July 2000, after she complained to her boss Steve Ward about being repeatedly passed over for promotions and having to work in a hostile work environment Even before this negative review, Dickson frequently exceeded objective criteria for the position she held, yet generally was rated only as “meets expectations” in the PMP process.
71. Cheryl Willis has been denied numerous promotions that have instead been awarded to less qualified white peers or subordinates. She had the highest score under the Selection Grid Process for a Senior IT Consultant position in February 2001 for which she applied after being laid off. Her managers supported her candidacy for the position. Nonetheless, a representative from the Cargill Human Resources Department informed them that they could not offer Willis the position, and they should not worry about her because she “should have no problem finding a position outside of Cargill.” Cargill then claimed Willis “was not qualified for the promotion” and gave it to a white employee.
72. Jacqueline Jenkins witnessed her non-African American peers advance past her into management during her nine year Cargill career. Jenkins refused to sign some of her performance evaluations because she felt they had been written so as to prevent her from being promoted to a management position. These evaluations also disregarded her objective performance accomplishments such as meeting her financial targets. When she was constructively discharged in August 1997, she explained in a memorandum to Veronica Phillips, General Manager of Cargill's Oilseeds Division, and Bruce Weinard, Manager of Cargill Marketing, that she had been a victim of the PMP/MBO process and could no longer tolerate this system: “I am convinced that subjectivity is disguised as ‘manager's discretion’ and is far too great a part of the evaluation formula which I can no longer embrace.”
73. Even a program allegedly designed to enhance advancement opportunities for African American employees has been remarkably ineffectual. In the early 1990s, James Haymaker, a Cargill Senior Manager, implemented and operated an internal company-wide system at Cargill known as the “General Manager Program.” One ex-
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press purpose of the program was to identify and cultivate African American management candidates. The program selected persons with high potential for a four-year sequence of work experience, training and mentoring. At the conclusion of the program, Cargill would place graduates in a General Manager or equivalent position. At least eleven African American candidates have participated in the program over the years. Despite their selection into the program, these candidates still encountered the pattern of race discrimination that exists throughout Cargill and creates a glass ceiling for advancement. Cargill neither placed these participants into a General Manager position at Cargill, nor did it even place any of them into management positions with direct profit and loss responsibility. Numerous similarly situated non-African American program participants were assigned to General Manager positions and advanced rapidly to more senior management.
2. Compensation
74. Cargill not only prevents African Americans from advancing, it also pays them less than non-African American employees performing similar work in the positions to which African Americans are confined. Cargill used twenty-three salary grades, each of which had a corresponding range of pay for base salary. The job positions assigned to each grade are determined through the Hay point administration process. Decisions regarding salary grade levels, ranges, and job positions assigned to the salary grades are determined through the human resource function at corporate headquarters. The KEIS and PMP rating systems have a direct discriminatory impact on compensation, as these ratings are considered when making salary adjustments, annual pay increases, and bonus, incentive and deferred income decisions. The compensation experiences of plaintiffs demonstrate systemic racial discrimination.
75. At one or more points in their careers at Cargill, plaintiffs, including Rod Arnold, Michael Mitchell, Clintonia Simmons, Sean Allen, Della Dickson, Louis Darden, Virginia Douglas, Toya Brown, Jacqueline Williams, Emily Tyler, Jacqueline Jenkins, Phyllis Reece, Vivian Little, Anthony McDowell and Steve Wint have learned that they were earning less pay than their peers and/or subordinates although they had at least comparable qualifications and performance.
76. Plaintiffs also have found that even when Cargill recognized their entitlement to higher pay, unlike their white peers, they had to challenge the company and complain about delays in awarding earned raises before they would receive increased compensation. Plaintiffs who had this experience include Rod Arnold, Clintonia Simmons, Sean Allen, Jacqueline Jenkins and Charles Scott.
3. Termination
77. Through these and other discriminatory acts, Cargill actually or constructively terminated many African American employees. Sometimes these terminations were prefaced by demotions and/or subjection to disparate discipline. Cargill company-wide policy prohibits termination of any employee with four years of service without prior approval by corporate committees comprised of senior executives. Furthermore, the EEO Committee is to review the termination of any minority employee with less than 30 months of service. Cargill management freely and without consequence ignored these policies when terminating the plaintiffs and members of the proposed class. Examples of plaintiffs' termination experiences demonstrate how Cargill's pattern and practice of race discrimination resulted in their unlawful separation from employment.
78. Cargill abused both the PMP and Selection Grid Process to achieve Sean Wright's termination. In 1999, Cargill gave him an overall “below expectations” review, despite meeting or exceeding all objective criteria for his position. This review occurred amidst a Selection Grid Process to determine whom to retain in Wright's depart-
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ment. Wright was one of eight Merchants required to compete for four new Customer Solution Specialist (CSS) positions in his newly restructured department. The top four candidates for the four open CSS positions came down to Wright and three white co-workers. Instead of placing Wright into one of the four open positions, his white manager, Jim Reif, bypassed him in favor of a less qualified white employee, Michelle Phillips. Reif told Wright this selection was based on the Selection Grid Process, but would not answer any of Wright's questions about his scores. Cargill then terminated Wright, telling him that his scores prevented him from being a candidate for any other Cargill position.
79. Louis Darden, a twenty-three year exemplary Cargill employee, was abruptly terminated on May 15, 2001, based on alleged misconduct for actions taken at the direction of his Plant Manager. Cargill did not terminate the Plant Manager who is white.
80. When Phyllis Reece asked Cargill manager John Mooneyham for a more challenging position, he gave her an alleged “promotion” to a job in Chesapeake, Virginia, which came with more job responsibilities but without a pay increase. Reece complained when Cargill left her to handle two jobs for a year and a half following the transfer of the Superintendent of Maintenance. Cargill managers then asked her to resign. When she filed a grievance, her managers gave her poor performance reviews, began documenting meetings with her, and assigned her additional tasks. Ultimately, they fired her.
81. Cheryl Willis was laid off during a downsizing of her department in April 2001. To justify retaining one of two less qualified non-African Americans to take over a position held by Willis, her white manager, John Ringquist, manipulated the Selection Grid Process by adding a master's degree to the requirements. Willis had performed the position extremely well even though she did not have a master's degree. Manager/customer, Joel Way, told Willis that he talked with Ringquist about Willis' strengths for the position, but Ringquist did not seem interested in his opinion.
82. In October 1997, white manager John Holbeck gave staff accountant Cheneta Hughey a negative PMP review, claiming that numerous areas needed immediate improvement. None of these areas had been brought to Hughey's attention previously, and she had always achieved and closed the books assigned to her on time and accurately, usually without help or guidance from Holbeck. Holbeck falsely accused Hughey of not following Generally Accepted Accounting Procedures and thus causing a “mistake” in her books. He immediately placed Hughey on a 30-day “Performance Improvement Plan.” When the 30 days ended, he terminated her without any detailed explanation of why her performance warranted termination.
83. Tausha Tate had no reasonable choice but to resign from her Production Manager position at Cargill. She had been put on probation unfairly and Cargill had failed to respond to her repeated requests for assistance in developing her management and production skills. She knew Cargill would fire her if she did not leave, and she could do nothing about it. She currently works as an Operation Associate IV for Kimberly Clark, where she has received excellent performance reviews.
84. Toya Brown knew by March of 2001 that Cargill was not going to give her opportunities for advancement and that she had no reasonable choice but to leave after four years in the same job, same grade and same location. This was so, even though she worked long hours when that was needed, particularly during harvest season, had favorable performance reviews, and was often asked to train new merchants for the Houston office.
85. In each of these and other examples, Cargill has manifested a continuing and company-wide pattern and practice of discrimination against black employees in the areas of advancement, compensation and termination.
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Among other things, Cargill allows its managers to exploit and manipulate the KEIS, Selection Grid and PMP processes to the detriment of African American employees and with no effective external review or controls.
E. Cargill's EEO and HR Functions Have Failed to Protect Class Members from the Impact of Cargill's Racial Bias and Hostility
86. While Cargill manages its overall human resource functions through its Corporate Human Resource Department and through various claimed EEO and diversity initiatives, over the years that Department and those centralized initiatives have failed to adequately and effectively monitor, identify and remedy the impact of Cargill's discriminatory patterns and practices on its African American employees.
87. While giving lip service to EEO and diversity initiatives, Cargill's lack of real commitment to those programs demonstrates that racial animus pervades the company starting at the top. For example, in October 1998 Cargill appointed Dawn Collins to the newly created position of “Diversity and Retention Specialist.” In this position, Collins was responsible for creating, promoting and overseeing programs designed, in part, to ensure that Cargill developed and maintained a diverse workforce. Collins met with disturbing overt resistance to and lack of support for her efforts, which included recruitment at historically black colleges, an internship program for students at colleges that participated in the United Negro College Fund, and a pilot program designed to improve Cargill's compliance with the affirmative action plans some departments were required to file with the government. Also, efforts by Cargill's EEO Department to fulfill its responsibility for coordinating the recruitment and company-wide placement of qualified minority candidates have repeatedly met overt resistance. As a result, such recruitment efforts have waned significantly in recent years.
88. Cargill's EEO and HR functions also failed to prevent the company from retaliating against African American employees who challenged unfair treatment or tried to enhance EEO opportunities. For example, manager James Norton's efforts to recruit employees through a national black MBA program were met with overt resistance that turned into negative performance evaluations and an invitation to look for work elsewhere. Other African American employees, like Della Dickson, Phyllis Reece and Jacqueline Williams, who challenged unfair treatment experienced similar adverse repercussions. Cargill's corporate Human Resources, EEO and diversity functions failed to protect them in the same way it has failed to protect them from discriminatory processes such as KEIS, the System Grid Process and the PMP.
F. The Effect of Cargill's Pattern and Practice of Discrimination
89. Cargill's pattern and practice of discrimination has resulted in a workplace where African American managers and professional employees over many years have experienced and will continue to experience systemic discrimination in advancement, compensation and termination, absent company-wide injunctive and declaratory relief to remedy the effects of past and ongoing discrimination and to ensure a discrimination-free workplace for African American employees in the future.
90. Plaintiffs and the class have suffered economic losses as a result of Cargill's discriminatory treatment of them in the areas of advancement, compensation and termination. They are entitled to relief in the form of back pay, front pay and other compensatory damages.
91. As a result of their discriminatory treatment, these individuals, and those similarly situated, also have suffered emotional harm for which compensatory damages are appropriate. Among other things, Cargill's conduct has caused emotional distress, and has affected the dignity, pride, reputation and self-esteem of plaintiffs
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and potential class members.
G. Summary of Cargill's Discriminatory Employment Practices
92. In short, Cargill has adopted and maintained a systemic and company-wide pattern and practice of race discrimination that has adversely affected its current and former African American employees in the areas of advancement, compensation and termination. As set forth above, these discriminatory patterns and practices include, but are not limited to, the following: a. Implementing and manipulating the KEIS program and its progeny in a manner detrimental to the equal employment opportunities of African American employees; b. Implementing and manipulating the Selection Grid Process to deprive African American employees of advancement and employment opportunities; c. Implementing and manipulating the PMP/MBO process to deprive African American employees of advancement, compensation and employment opportunities; d. Implementing and manipulating the CLDP program in a manner detrimental to the equal employment opportunities of African American employees; e. Denying African American employees promotional opportunities because of their race; f. Paying African American employees less compensation because of their race; g. Terminating African American employees because of their race; h. Failing to monitor the effect of the discriminatory use of the KEIS, Selection Grid and PMP/MBO processes; i. Failing to monitor the effect of advancement, compensation and termination decisions at Cargill on African American employees; j. Failing to ensure that Cargill decisions about advancement, compensation and ongoing employment were based on non-discriminatory factors; and k. Failing to follow policies designed to ensure review of termination decisions for discriminatory motivation.
93. On information and belief, the employment practices above also are responsible for a statistically significant adverse impact on African Americans regardless of the motivation for those practices.
V.
CLASS ACTION ALLEGATIONS
94. Plaintiffs bring this class action under Federal Rule of Civil Procedure 23(a), (b)(2) and (b)(3), and Minnesota Rule of Civil Procedure 23.01 and 23.02(b) and (c), on behalf of the following ascertainable class: all past, present, or future African American employees of Cargill who, at any time during the liability period, satisfied the following conditions: • worked at Cargill or any subsidiary or affiliated company; • was stationed within the United States; • was a salaried employee; • has not signed an effective and enforceable release of all of his or her claims; and • was, is, or may in the future be adversely affected by Cargill's continuing pattern or practice of discrimination in advancement, compensation and termination and/or by the adverse impact of the employment practices identified in 1 92.
95. The race discrimination claims under Title VII and the MHRA warrant the creation of the Class because both the threshold requirements of Fed. R.Civ.P. 23(a) and Minn. R.Civ.P. 23.01 and the additional requirements of
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Fed. R.Civ.P. 23(b)(2) and (3) and Minn. R. Civ. P. 23.02(b) and (c) are present in this case.
96. Numerosity. The actual number of class members is unknown at this time, but plaintiffs estimate that the class consists of over 1,500 current and former employees. It is impracticable to bring all or even a substantial percentage of them before the Court through joinder.
97. Commonality. Questions of law and fact are common to the class. The employment practices by which Cargill discriminates on the basis of race, such as KEIS and the System Grid and PMP processes have an effect on all class members to their common detriment. Questions common to all the class members include the questions whether Cargill engaged in a pattern and practice of discrimination with regard to each of the types of conduct set out above in paragraph 92; whether those employment practices have had a statistically significant adverse impact on African American employees at Cargill regardless of motivation; whether Cargill engaged in a pattern and practice of discrimination against plaintiffs with malice and/or with callous indifference to the federal rights of the plaintiffs and the class; and whether Cargill's implementation of employment practices that had a disparate impact on African American employees was done with deliberate disregard of the rights of plaintiffs and the class under the MHRA.
98. Typicality. The claims of the individual plaintiff class representatives are typical of those of the class. Each is a member of the same protected class and each has worked at Cargill in the United States during the liability period. Plaintiffs have worked at many levels of Cargill's workforce, but all within the grade levels included in the proposed class. All of the plaintiffs challenge the same discriminatory courses of conduct engaged in by Cargill, and those courses of conduct have negatively affected all African American employees, regardless of differences in their job duties, pay, or other circumstances of their employment. The interests of the plaintiffs are therefore aligned with those of the class.
99. Adequacy of representation. Plaintiffs will fairly and adequately represent and protect the interests of the class. They are broadly representative of African American employees and former employees of Cargill and are committed to achieving appropriate relief for the entire class. Moreover, they have retained counsel with extensive and successful experience representing plaintiffs in employment and civil rights class action litigation. Plaintiffs, through their counsel, have the financial resources to prosecute this case vigorously on behalf of the entire class.
100. Injunctive relief. Class certification is appropriate under Fed. R.Civ.P. 23(b)(2) and Minn. R.Civ.P. 23.02(b) because Cargill has acted in a manner that justifies injunctive relief for the class as a whole. Plaintiffs and the class ask the Court to order Cargill to cease and desist its discriminatory practices and to order changes in Cargill's policies and practices concerning advancement, compensation and termination of employees including the KEIS, Selection Grid and PMP processes, and effective monitoring and enforcement of equal employment opportunities for African American employees.
101. Predominance of common claims. Class certification is appropriate under Fed. R.Civ.P. 23(b)(3) and Minn. R.Civ.P. 23.02(c) because the common issues raised by plaintiffs' claims, some of which are identified above, predominate over purely individual issues. A class action is the best means of addressing the issues raised by the claims. Inasmuch as all members of the class allege that they were subjected to the same company-wide pattern and practice of race discrimination and/or experienced the same adverse impact from Cargill's employment practices, requiring each class member to pursue his or her claim individually would entail needless duplication and would waste the resources of both the parties and the Court. Moreover, for two reasons, few individuals have
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filed lawsuits and few would file lawsuits if the class action did not proceed. First, while Cargill has substantial resources to defend any litigation, few class members could afford to pursue individual litigation because the cost of litigation is sufficiently great, and the monetary relief to be achieved sufficiently small per capita. Second, Cargill's history of retaliation against class members who speak out against racial discrimination has discouraged, and will discourage, many current employees from bringing a lawsuit.
COUNT ONE:
VIOLATION OF 42 U.S.C. § 1981
102. All Plaintiffs repeat and reallege the allegations contained in the foregoing paragraphs of this Complaint as if fully set forth herein.
103. All Plaintiffs and the other potential class members they seek to represent are members of a protected class of African Americans.
104. Cargill has denied plaintiffs and the class they seek to represent of equal rights in the enjoyment of benefits, privileges, terms and conditions, and in the termination of their employment relationship on the basis of their race in violation of 42 U.S.C. § 1981. As set out in ¶ 92, Cargill's discrimination is manifest in various ways, including limiting or denying opportunities for African Americans to advance in the company on an equal basis with non-African Americans, compensating them less than similarly-situated non-African American employees, and terminating African American employees for conduct for which non-African Americans are not disciplined or terminated and through selecting African American employees for layoff or position elimination when less qualified non-African American employees are advanced and retained.
105. Cargill has been motivated by discriminatory animus in its treatment of African American employees, as demonstrated, among other things, by the directly discriminatory remarks of top executives, substantial evidence that Cargill is and has been aware of the inequities and has chosen not to address them or has taken entirely inadequate remedial measures; evidence that Cargill has developed and implemented or manipulated systems for the purpose of perpetuating these inequities; and on information and belief, by the level of statistical disparity in the treatment of African Americans as compared to non-African Americans in the areas of advancement, compensation and termination.
106. Cargill has therefore engaged in a continuous pattern and practice of discrimination in violation of 42 U.S.C. § 1981 and continuing throughout the liability period to the present. This conduct represents a continuing violation of the rights of the plaintiffs and the class.
COUNT TWO:
DISPARATE IMPACT DISCRIMINATION
UNDER MINN. STAT. § 363.03, Subd. 11
107. Plaintiffs Rod Arnold, Nii-Akwei Acquaye, Della Dickson, Jacqueline Williams and Cheryl Willis repeat and reallege the allegations contained in the foregoing paragraphs of this Complaint as if fully set forth herein.
108. Plaintiffs Rod Arnold, Nii-Akwei Acquaye, Della Dickson, Jacqueline Williams and Cheryl Willis and the
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other potential class members they seek to represent are members of a protected class of African Americans.
109. On information and belief, Cargill engaged in employment practices responsible for a statistically significant adverse impact on African Americans. These practices as set out in ¶ 92 include but are not limited to the “Key Employee Identification System,” used to identify high potential employees; the “Selection Grid Process,” used in connection with promotions and terminations; and the performance appraisal system, known as the “Performance Management Process” (PMP) and its predecessor “Management by Objectives” (“MBO”) used in connection with decisions about advancement, compensation and termination.
110. These policies and practices are not manifestly related to the jobs of the class and they do not further any important business purposes.
111. Even if Cargill could demonstrate that these policies and practices are manifestly related to the jobs of the class or could show that they significantly further an important business purpose, comparably effective practices would cause a significantly lesser adverse impact on the identified protected class.
112. Cargill has therefore engaged in a continuous pattern and practice of disparate impact discrimination in violation of Minn. Stat. § 363.03, subd. 11 and continuing throughout the liability period to the present. This conduct represents a continuing violation of the rights of the plaintiffs and the class.
PUNITIVE DAMAGES
113. Cargill's actions constituting discrimination against African American employees in violation of 42 U.S.C. § 1981 have been and continue to be conducted with malice and/or with callous indifference to the federal rights of the plaintiffs and the class. Also, clear and convincing evidence exists of defendant's deliberate disregard of the rights of plaintiffs and the class under Minnesota law. Evidence on which plaintiffs and the class claim punitive damages includes but is not limited to: Cargill's awareness of its obligations under 42 U.S.C. § 1981 and the MHRA, based, among other things, on its prior Foster Consent Decree, prior discrimination claims brought against it, and the lip service it gives to valuing diversity and providing equal opportunity for its employees; Cargill's malicious, reckless and/or callous failure to adequately and effectively monitor, identify and remedy the impact of Cargill's discriminatory animus on its African American employees, particularly as that racial bias and hostility has been facilitated through KEIS and the Selection Grid and PMP processes; Cargill's deliberate indifference to the impact of its systems on the advancement, compensation and termination of African American employees; Cargill's deliberate and insidious use of sham policies and procedures to discriminate against African American employees; and evidence of retaliation against employees who participate in EEO and diversity activities and/or who complain about racism at Cargill.
114. Punitive damages are therefore proper under § 1981 and the MHRA in an amount to be determined by the jury based on its determination of the amount needed to punish the defendant for its misconduct and to serve as an example or warning to others not to engage in such conduct.
PRAYER FOR RELIEF
WHEREFORE, plaintiffs respectfully pray:
A. That the practices of defendant complained of herein be determined and adjudged to be violative of the rights of plaintiffs and the class under 42 U.S.C. § 1981, and of the Minnesota Human Rights Act, Minn. Stat. § 363.01
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et seq.;
B. That a permanent prohibitory injunction be issued prohibiting the defendant, its officers, agents, employees and successors, from engaging in the discriminatory employment practices complained of herein.
C. That a permanent mandatory injunction be issued requiring that the defendant adopt employment practices in accord and conformity with the requirements of 42 U.S.C. § 1981 and the Minnesota Human Rights Act, Minn. Stat. § 363.01 et seq., and further requiring that the defendant adopt and initiate an effective affirmative action program designed to ensure equal treatment of all their African American employees and prospective employees.
D. That an injunction be issued to restore plaintiffs and the class to the positions and compensation at Cargill that they would have achieved absent discrimination;
E. That judgment be entered in favor of plaintiffs and the class, and against the defendant, for back pay (including interest or an appropriate inflation factor) and front pay in amounts owing to plaintiffs and the class, including compensatory damages in an amount equal to three times the actual damages proven at trial, punitive damages, and damages for past and future emotional distress, harm to reputation, self-esteem and other emotional injuries, in amounts to be determined at trial.
F. That plaintiffs and the class be granted attorneys' fees and the costs and expenses of this action;
G. That the Court retain jurisdiction until such time as the Court is satisfied that the defendant has remedied the practices complained of herein and are determined to be in full compliance with the law; and
H. That any other further and appropriate relief available under the law be awarded as this Court finds appropriate.
JURY DEMAND
Pursuant to the Seventh Amendment to the United States Constitution, 42 U.S.C. § 1981, and Fed. R.Civ.P. 38 and 39, plaintiffs request and/or demand trial by jury with respect to all issues triable and/or triable as of right by jury.
Roderick ARNOLD, Nii-Akwei Acquaye, Sean Allen, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virginia Douglas, Cheneta Hughey, Jacqueline Jenkins, Keith Lewis, Vivian Little, Valerie Mason-Robinson, Anthony McDowell, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Steve Wint, and Sean Wright, On behalf of themselves and all others similarly 2003 WL 24337598 (D.Minn. ) (Trial Pleading )
END OF DOCUMENT

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 (2004)
Roderick Arnold, Nii-Akwei Acquaye, Sean Allen, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virginia Douglas, Ronald Garrus, Margo Harvey, Cheneta Hughey, Jacqueline Jenkins, Keith Lewis, Valerie Mason-Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler,
Jacqueline Williams, Cheryl Willis, and Sean Wright, on behalf of themselves and all others similarly situated, Plaintiffs, v. Cargill Incorporated, Defendant.
Civil No. 01-2086 (DWF/AJB).
United States District Court, D. Minnesota.
May 28, 2004.
Lawrence P. Shaefer, Esq., Susan M. Coler, Esq., and Teresa Kathleen Patton, Esq., Sprenger & Lang, 325 Ridgewood Ave., Minneapolis, MN, Michael P. Lieder, Esq., Paul Carl Sprenger, Esq., and Steven M. Sprenger, Esq., Sprenger & Lang, NW, Washington, counsel for Plaintiffs.
Holly S. A. Eng, Esq., Mark John Ginder, Esq., Melissa Raphan, Esq., Michael Iwan, Esq., Paul Barry Klaas, Esq., and Ryan E. Mick, Esq., Dorsey & Whitney, Minneapolis, MN counsel for Defendant.
Peter N. Thompson, Esq., Hamline Law School, MN, Special Master.
MEMORANDUM OPINION AND ORDER
DONOVAN FRANK, District Judge. .
Introduction
The above-entitled matter came on for hearing before the undersigned United States District Judge on April 23, 2004, pursuant to Defendant Cargill, Incorporated's ("Cargill") Motion for Summary Judgment on the Claims of Louis Darden and Cargill's Motion for Summary Judgment on Plaintiffs' Constructive Discharge Claims. In the Class Action Complaint, Plaintiffs raise the following claims against Cargill: (1) race discrimination in violation of 42 U.S.C. § 1981; (2) disparate impact discrimination under Minn. Stat. § 363.03, subd. 11. For the following reasons, Cargill's Motion for Summary Judgment on the Claims of Louis Darden is granted; Cargill's Motion for Summary Judgment on Plaintiffs' Constructive Discharge Claims is denied.
Background
Cargill is a large, privately held corporation with diverse business operations located throughout the world. Cargill's subsidiaries and affiliates include entities involved in the marketing, processing, and distribution of agricultural, food, financial, and industrial products and services. Plaintiffs are a putative class of

African-American past and present managerial and professional salaried employees of various Cargill subsidiaries. By their Complaint, Plaintiffs allege that Cargill discriminated against them by way of advancement, compensation, and termination practices. Specifically, Plaintiffs allege a claim of disparate treatment under 42 U.S.C. § 1981 and a claim of disparate impact under the Minnesota Human Rights Act, Minn. Stat. § 363.01, et seq ("MHRA").
The specific claims at issue here relate to the termination of Louis Darden and to the alleged constructive discharge of several other plaintiffs, including Nii-Akwei Acquaye, Toya Brown, Dawn Collins, Virginia Douglas, Jacqueline Jenkins, Keith Lewis, Michael Mitchell, Valerie Mason-Robinson, Tonya Ross, Clintonia Simmons, Tausha Tate, Emily Tyler, Anthony McDowell and Vivian Little.
I. Louis Darden
Louis Darden, a mechanical engineer, began working at Cargill in 1977. During his 23 years with Cargill, he worked for four divisions of Cargill: (1) Oilseeds in Memphis, Tennessee; Wichita, Kansas; and Norfolk, Virginia; (2) Fertilizer in Tampa and Hookers Prairie, Florida; (3) Salt in Cleveland, Ohio; and (4) Excel in Newnan, Georgia. Darden asserts that he witnessed and was subject to a pattern and practice of discrimination against African-American employees during his time at all of these facilities. Specifically, Darden contends that he was denied advancement opportunities, "effectively demoted," and paid less than his white counterparts.
A. Darden's Termination
Relative to this motion, Darden was involved in an incident while employed at the Salt facility in Cleveland that ultimately resulted in his termination. Darden was employed as a Surface Superintendent at the Salt facility from 1997 until May 2000. During Darden's time at the Salt facility, Todd Smith, an engineer, reported that a local contractor, Gillespie Construction, had claimed that Cargill owed it $41,000 for a cost overrun on a project. According to Darden, Smith and Darden met with Plant Manager Ken Grimm about the situation, and Grimm told Smith and Darden to meet with Gillespie and find a way to solve the problem.
Darden met with a Gillespie representative. Ultimately, Darden devised a system whereby he would transfer some old equipment to Gillespie and also pay Gillespie the high bid on a project rather than accept a low bid. Darden asserts that Grimm was aware of this situation and that Darden engaged in these activities with the approval of management and of Grimm. However, Darden later acknowledged that Grimm had left employment at the Salt facility when Darden engaged in the activities to repay Gillespie for the initial cost overrun.
In May 2000, Darden transferred to the Excel facility in Newnan, Georgia. At the time of his departure, Darden left a memorandum for his replacement explaining the manner in which the cost overrun had been handled. Darden contends that he wanted to make sure that Gillespie did not attempt to overcharge Cargill when the matter had already been resolved.
In May 2001, Cargill investigated the payments that had been made to Gillespie. On May 9, 2001, Darden signed a statement for Cargill Corporate Security regarding the matters with Gillespie (the "Statement"). The Statement read:
I, Louis Darden, do hereby freely and voluntarily provide the following information to Michael Suter, Cargill Corporate Security Department, without any promises, assurances, guarantees or threats made to me.
Currently I am employed as the Maintenance Manager at Excel's Further Processing Plant in Newnan, Georgia. Previously, I worked at Cargill's Salt facility in Cleveland, Ohio. Between 1997 and May, 2000 [sic] I worked as Surface Superintendent at the Cleveland Salt Mine.

My job as Surface Superintendent involved handling the surface production of salt from the mine. Additionally, my responsibility was for working closely with various contractors on various plant, construction, mechanical and electrical projects.
I would like to acknowledge that I worked with the Gillespie Company on various plant improvement projects. In this regard one project involved Gillespie creating a natural base for the three scale pits at the Cleveland mine. Specifically this was done to keep the scales from settling. A part of the project involved the [illegible] in of and adding of 304 grade stone. Gillespie purchased the 304 stone for this project from Ontario Stone Co. in Cleveland. Towards the end of this project in the fall of 1997, Gillespie advised they had incurred a $41,000 cost overrun on the scale pit project. More specifically, I learned that they claimed they had used $41,000 more in stone than was originally anticipated that the project would require. Thereafter Todd Smith, engineer, and myself performed an extensive review to ensure the additional $41,000 in stone had actually been required and installed. Based on engineering calculations and bore drillings we concurred that Gillespie had actually placed an amount of stone into the project equal to $41,000 worth of 304 stone.
Almost immediately from the first notification of the scale pit $41,000 cost overrun I was under tremendous pressure and scrutiny from Ken Grimm, plant manager. As a result of this pressure I chose to pay off the Gillespie Company in a means that was not normal and clearly wrong and against Cargill policy. In this regard to slowly pay off Gillespie they were allowed to bid on certain plant projects. Sometimes and although they were the high bidder I assigned the project to them. By awarding them the project the difference in Gillespie's higher bid to the lowest bid on certain projects would be used as a credit payment to reduce the $41,000 they were owed. Other times on certain invoices such as Gillespie invoice no 205265, marked exhibit no 1, the amount of $5,000 for change order 8058.1 was falsely added on to increase the amount of the project for which Gillespie would be paid. However, the change order of 8058 does not correctly reflect on invoice 205265 the total cost or work actually performed. The change order as a false entry was agreed upon between Kirkpatrick and myself.
Between the two methods of manipulating Gillespie records which I just described and for which I approved William Kirkpatrick, Operations Manager for Gillespie to submit, this eventually paid off Gillespie in full. Again although projects were awarded to Gillespie that should not have been I did so because of the increased pressure to maintain costs on Cargill projects. This is not a justification for what I did but is nonetheless a truthful and accurate portrayal of what occurred in regards to the $41,000 project overrun.
Additionally and for the record I recall the concrete work on the brine project was another project whereby Gillespie was a higher bidder on this project. Again the difference between Gillespie's bid and the low bid was used as another credit to reduce the $41,000. Another credit that was agreed to with Kirkpatrick and Gillespie was a Hitachi excavator that they received from Cargill. This piece of equipment was essentially traded to Gillespie whereby the outstanding debt was reduced by several thousand dollars.
I would also add that I was informed by Ken Grimm that a [illegible] amendment would not be allowed. Specifically this referred to allowing for accepting the $41,000 in additional costs Gillespie alleged they were owed.
(Affidavit of Wilda Wahpepah ¶ 6, Ex. 5.) The Statement was signed by Louis Darden and witnessed by C.M. Suter of Cargill Corporate Security.
Darden asserts that he did not want to sign the statement initially because it omitted some of the facts of the situation, but Darden admits that he read the Statement before he signed it and that he initialed each page with his approval. Darden contends that he reluctantly signed the statement because he wanted to refute Gillespie's claims that Cargill owed it money and because he was pressured by Suter. Soon afterward, Darden was terminated from his position at Cargill.
B. Darden's Compensation and Promotion Claims
Darden asserts that while he was employed at Cargill, Cargill engaged in a pattern and practice of discrimination with regard to promotions and compensation. Although Darden names several Cargill

employees who allegedly earned more or were otherwise treated differently than himself, Darden provides the Court with no specific information as to the details of the promotions and compensation that he challenges as discriminatory.
II. Plaintiffs' Constructive Discharge Claims
Fourteen of the twenty-six named Plaintiffs have sought relief for constructive discharge (collectively, the "Constructive Discharge Plaintiffs"). The Constructive Discharge Plaintiffs worked in nine different states and eleven separate locations at the time that they resigned. Cargill asserts that the circumstances regarding these Plaintiffs' resignations all reflect that the Plaintiffs voluntarily resigned from Cargill and have not established claims for constructive discharge.
Discussion
I. Timing of Summary Judgment Motions
Plaintiffs contend that the Court should not hear Cargill's current motions until after the Court has decided the class certification issue. Plaintiffs contend that the Court should defer decision on Cargill's motions because the matter has been filed as a class action alleging a pattern and practice of discrimination, and Plaintiffs are entitled to a presumption of discrimination for these claims until the Court can evaluate the class-wide issues.
In support of this contention, Plaintiffs rely on the Eighth Circuit's decision in Craik v. Minnesota State University Bd., 731 F.2d 465 (8th Cir. 1984). Craik involved a claim for gender discrimination related to promotions and compensation among females who had been employed in a teaching capacity at Saint Cloud State University. See id. at 468. After a bench trial, the magistrate judge entered judgment in favor of the defendants, finding that they had not discriminated against the class or the named plaintiffs. The Eighth Circuit determined that, at trial, the magistrate judge had not followed the order of proof required for class action employment discrimination claims. See id. at 471.
As determined by one other court in this district, however, Craik is distinguishable procedurally because it involved a post-trial judgment. See Zmora v. State of Minnesota, 2002 WL 539075 at *4-5 (D. Minn., Kyle, J.). Thus, Craik does not prohibit this Court from determining, prior to class certification, whether a named plaintiff's individual claims must be dismissed because there are no disputed issues of fact that create a genuine issue for trial. See id. at *5 (citing In re Milk Prods. Anitrust Litig., 195 F.3d 430, 435-36 (8th Cir. 1999)).
II. Standard of Review
Summary judgment is proper if there are no disputed issues of material fact and the moving party is entitled to judgment as a matter of law. See Fed. R. Civ. P. 56(c). The court must view the evidence and the inferences which may be reasonably drawn from the evidence in the light most favorable to the nonmoving party. See Enterprise Bank v. Magna Bank of Missouri, 92 F.3d 743, 747 (8th Cir. 1996). However, as the Supreme Court has stated, "[s]ummary judgment procedure is properly regarded not as a disfavored procedural shortcut, but rather as an integral part of the Federal Rules as a whole, which are designed `to secure the just, speedy, and inexpensive determination of every action.'" Fed. R. Civ. P. 1. Celotex Corp. v. Catrett, 477 U.S. 317, 327 (1986).
The moving party bears the burden of showing that there is no genuine issue of material fact and that it is entitled to judgment as a matter of law. See Enterprise Bank, 92 F.3d at 747. The nonmoving party must

demonstrate the existence of specific facts in the record which create a genuine issue for trial. See Krenik v. County of Le Sueur, 47 F.3d 953, 957 (8th Cir. 1995). A party opposing a properly supported motion for summary judgment may not rest on mere allegations or denials, but must set forth specific facts showing that there is a genuine issue for trial. See Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 256 (1986); Krenik, 47 F.3d at 957.
III. Louis Darden
Plaintiffs argue that this motion is untimely and should be delayed until further discovery can take place. The Court finds that Plaintiffs' argument is misplaced. Nothing prevented Plaintiffs from conducting further discovery on Darden's claims prior to the time of this motion. In addition, the Court finds that no amount of discovery would create a genuine issue of fact related to the Statement signed by Darden wherein he admitted to falsifying invoices and violating company policy. Thus, it is appropriate for the Court to address this motion at this time.
In order to establish a prima facie case of race discrimination, Darden must demonstrate that: (1) he was a member of a protected group; (2) he was meeting the legitimate expectations of his employer; (3) he suffered an adverse employment action; and (4) similarly situated employees who are not members of the protected group were treated differently. See Clark v. Runyon, 218 F.3d 915, 918 (8th Cir. 2000). As to the fourth prong, Darden bears the burden to demonstrate by a preponderance of the evidence that there were individuals similarly situated in all respects to him who were treated differently. See Gilmore v. AT & T, 319 F.3d 1042, 1046 (8th Cir. 2003). Cargill argues that Darden has failed to demonstrate a prima facie case of racial discrimination under 42 U.S.C. § 1981 because he cannot show that similarly situated employees were treated differently. The Court agrees.
Darden has not set forth any instances where a similarly situated employee engaged in similar conduct as Darden—falsifying invoices and otherwise violating company policies—but was not terminated. In fact, Darden admits that he terminated a white individual under his supervision who violated Cargill policy. Darden suggests that his supervisor, Grimm, and Smith, the engineer, were not terminated for their involvement in the situation. However, Darden has not established that Grimm and Smith were similarly situated in all respects. See Gilmore at 1046. Darden admits that neither Grimm nor Smith worked at the Salt facility when the false invoices were submitted. Further, Darden has not established that Smith and Grimm engaged in conduct that was as serious as that of Darden. On these bases, Darden has not demonstrated a prima facie case of race discrimination.
Even if Darden had established a prima facie case of race discrimination, the Court finds that Cargill has offered a legitimate reason for its employment decision to terminate Darden. See McDonnell Douglas Corp. v. Green, 411 U.S. 792, 802 (1973). Darden was terminated for violating company policy by manipulating bidding, falsifying invoices, and paying for work that was not performed by Gillespie. Darden does not dispute these violations and, in fact, signed a statement acknowledging these incidents on May 9, 2001. Darden argues that his Statement was "coerced" and attempts to place blame on his supervisor, who was allegedly aware of his actions. However, Darden only specifically alleges that Grimm told Darden to meet with Gillespie to resolve the overrun. Darden also does not dispute that the Statement accurately reflects his actions related to paying Gillespie for the cost overrun. Darden has provided the Court with nothing to contradict the facts alleged in his Statement. The record supports Cargill's assertion that Darden was terminated due to violating company policy. Further, Darden has failed to set forth any evidence to support his assertion that Cargill's reason for terminating Darden was pretextual. As such, summary judgment is appropriate on Darden's claim related to the termination.
The Court also finds that summary judgment is appropriate on Darden's claims insofar as they are related to compensation or promotions. Aside from a general list of employees who may or may not have been compensated or promoted differently, Darden has provided the Court with no specific information by which the Court could determine that these employees were similarly situated to Darden in all respects. See Gilmore at 1046 (citing Clark v. Runyon, 218 F.3d 915, 918 (8th Cir. 2000)).

The Court does not reach the issue of whether the dismissal of the claims against Darden will reduce the class by 10-15%, as asserted by Cargill.
IV. Plaintiffs' Constructive Discharge Claims
Constructive discharge occurs when an employer deliberately makes an employee's working conditions so intolerable that the employee is forced to quit his job. See Jackson v. Ark. Dept. of Educ., 272 F.3d 1020, 1026 (8th Cir. 2001) (citing Phillips v. Taco Bell Corp., 156 F.3d 884, 890 (8th Cir. 1998)). In addition to showing that the working conditions were subjectively intolerable, the employee must demonstrate that a reasonable person, from an objective viewpoint, would find that the working conditions intolerable. Id.
Cargill has moved for summary judgment on the constructive discharge claims of Virginia Douglas, Toya Brown, Jacqueline Jenkins, Valerie Mason-Robinson, Tonya Ross, Emily Tyler, Nii-Akewi Acquaye, Keith Lewis, Michael Mitchell, Clintonia Simmons, Tausha Tate, Anthony McDowell, Vivian Little, and Dawn Collins. Cargill contends that these Plaintiffs have not established a cause of action for constructive discharge because they quit their positions at Cargill to take better jobs, they stayed at Cargill for months after the allegedly intolerable events occurred, or they left Cargill at a time of their own choosing.
Without addressing the question of the timeliness of this motion in light of the pre-certification discovery schedule, the Court finds that the Plaintiffs' constructive discharge claims survive summary judgment. Plaintiffs' constructive discharge claims relate to an alleged pattern and practice of retention problems with African-American employees at Cargill. With this framework in mind, the Court finds that genuine issues of material fact exist as to whether the working conditions and alleged racial discrimination at Cargill were deliberate and intolerable and effectively forced Plaintiffs to quit their jobs. In light of these considerations, Cargill's motion for summary judgment on Plaintiffs' constructive discharge claims is denied.
For the reasons stated, IT IS HEREBY ORDERED THAT:
1. Defendant's Motion for Summary Judgment on the Claims of Louis Darden (Doc. No. 187) is GRANTED.
2. Defendant's Motion for Summary Judgment on Plaintiffs' Constructive Discharge Claims (Doc. No. 195) is DENIED.

 
 (2004)
Roderick Arnold, Nii-Akwei Acquaye, Sean Allen, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virginia Douglas, Ronald Garrus, Margo Harvey, Cheneta Hughey, Jacqueline Jenkins, Keith Lewis, Valerie Mason-Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler,
Jacqueline Williams, Cheryl Willis, and Sean Wright, on behalf of themselves and all others similarly situated, Plaintiffs, v. Cargill Incorporated, Defendant.
Civil No. 01-2086 (DWF/AJB).
United States District Court, D. Minnesota.
September 24, 2004.
Lawrence P. Shaefer, Esq., Susan M. Coler, Esq., and Teresa Kathleen Patton, Esq., Sprenger & Lang, Minneapolis, MN, Michael P. Lieder, Esq., Paul Carl Sprenger, Esq., and Steven M. Sprenger, Esq., Sprenger & Lang, Washington, DC, counsel for Plaintiffs.
Holly S. A. Eng, Esq., Mark John Ginder, Esq., Melissa Raphan, Esq., Michael Iwan, Esq., Paul Barry Klaas, Esq., and Ryan E. Mick, Esq., Dorsey & Whitney, Minneapolis, MN, counsel for Defendant.
Peter N. Thompson, Esq., Hamline Law School, St. Paul, MN, Special Master.
MEMORANDUM OPINION AND ORDER
DONOVAN FRANK, District Judge .
Introduction
The above-entitled matter came on for hearing before the undersigned United States District Judge on August 13, 2004, pursuant to Defendant Cargill, Inc.'s ("Cargill") Motion to Dismiss, Disqualify, and Impose Additional Sanctions. For the reasons set forth below, Cargill's motion is granted in part and denied in part. The law firm of Sprenger & Lang is hereby disqualified from further representation of Plaintiffs in this case.
Background
I. Parties and Claims Alleged
Plaintiffs include current and former African American managers and professional employees. Plaintiffs are alleging a class action on behalf of themselves and, pursuant to Federal Rule of Civil Procedure 23, the following class: "All salaried African Americans through salary grade 15 who were employed by Cargill

at any time during the liability period." By its Complaint, Plaintiffs allege that Cargill has engaged in systematic discrimination in violation of federal and state civil rights laws, namely by fostering an exclusionary culture that affects its own systems for performance appraisal, advancement, compensation and termination. Plaintiffs' allegations relate primarily to the company-wide systems purportedly implemented to standardize advancement and compensation procedure. Such systems include the "Key Employee Identification System" ("KEIS"), the "Selection Grid Process," the "Performance Management Process" ("PMP"), "Management by Objectives," and Cargill Leadership Development Program ("CDLP").
Defendant Cargill is a large, privately held Delaware corporation, headquartered in Wayzata, Minnesota. Cargill is an international marketer, processor and distributor of agricultural, food, financial and industrial products and services. Cargill employs approximately 97,000 people in 59 countries.
The law firm of Sprenger & Lang ("S&L") represents Plaintiffs. S&L began investigating the possibility of litigating this race discrimination class action lawsuit in the summer of 2000. This case was commenced in November 2001.
II. Facts Relevant to this Motion
Lawrence Schaefer, a partner at S&L, is the lead attorney representing Plaintiffs and the putative class in this action. (See Declaration of Lawrence P. Schaefer Regarding Deposition of R. Bill Douglas, dated May 2, 2003, ("Schaefer Decl. I"), ¶ 1.) Prior to initiating this suit, S&L represented other parties litigating discrimination suits against Cargill. (Id. at ¶ 6.) One of these cases involved discrimination claims on behalf of two salaried female employees which allegedly arose from the same human resources systems that Plaintiffs challenge here. S&L also represented plaintiffs in a class-action case, Foster v. Cargill, Inc., Civ. No. 3-82-1829 (D. Minn.), which involved allegations of racial and gender discrimination.
A. S&L's Dealings with Douglas
Ray Bill Douglas ("Douglas") worked for Cargill for 22 years and was a Cargill manager for several years. His positions included Corporate EEO Director and senior manager of Human Resources for Cargill's Food Sector. During his tenure at Cargill, Douglas worked with both Cargill's in-house law department and Cargill's outside counsel at Dorsey & Whitney. Douglas testified that he routinely spoke with Cargill attorneys about issues involving employment law and discrimination claims and had access to documents regarding the same. Douglas also assisted the Cargill defense team in Foster v. Cargill. By virtue of the work he performed at Cargill, Douglas possessed information that was privileged and confidential to Cargill and had "knowledge of Cargill's litigation theory." (See Declaration of Michael Iwan, dated June 18, 2004 ("Iwan Decl. I."), at ¶ 2, Ex. C at 17-22, 45, 116, 201-02, 216-17.)
Plaintiffs question the extent of Douglas' access to Cargill's attorney-client communications. Specifically, Plaintiffs argue that Douglas was never an officer at Cargill, his position as Corporate EEO Manager ended in 1985 (about 10 years prior to the liability period here), and that Cargill's lengthy privilege log contains only three documents referencing Douglas that fall within the liability period.
Douglas accepted an early retirement package from Cargill, which was finalized in January 1998. The package included a $60,000 annual pension and a Release and Settlement Agreement ("Release") prohibiting Douglas from bringing any legal or administrative claims against Cargill. Douglas contacted S&L in 1998 for advice about whether a consulting opportunity conflicted with the terms of the Release he signed upon departing Cargill. (See Schaefer Decl. I at ¶ 3.) During this consultation, Douglas also inquired into whether he could "reopen[]" or "undo" his Release with Cargill. (See Iwan Decl. I. at ¶ 2, Ex. C at 26.) There is no evidence in the record that S&L ever suggested in 1998 that the Release was unenforceable. Both parties agree that this initial contact consisted of one meeting and was limited in its nature.

S&L approached Douglas in July 2000 for the purpose of obtaining information regarding Cargill's employment practices as part of its investigation of this suit. That S&L initiated this contact is amply supported by notes taken by S&L personnel. (See Iwan Decl. I at ¶ 2, Ex. C at Exs. 10, 11; Declaration of Michael Iwan, dated August 12, 2004 ("Iwan Decl. II"), at ¶ 2, Ex. A.) S&L immediately learned that Douglas possessed information that could assist them in their investigation. According to S&L's own notes, on July 6, 2000, Douglas explained in a telephone interview:
I have docs from case Paul Sprenger filed — [Foster] lawsuit brought against Cargill. There's a lot that Paul Sprenger missed. I could give you names, but I have to ask — in absolute terms — that I not be identified with having provided this information.... But, I know much. It's all probably the same now as it was then.
(See Iwan Decl. I at ¶ 2, Ex. C at Ex. 11)(emphasis in original.)
After being contacted by S&L, Douglas participated in the investigation and preparation of this litigation. It is undisputed that Douglas identified names of current and former African American Cargill employees whom S&L could contact, personally contacted witnesses and potential class members, and reviewed and commented on the Complaint. Douglas also explained, and provided documents related to, the internal employment related systems within Cargill that S&L was investigating, such as the KEIS, PMP, and CDLP systems.
On November 27, 2000, S&L attorney David Schulman ("Schulman") conducted a phone interview with Douglas, during which Schulman learned that Douglas had a box of Cargill documents.[1] Douglas agreed to provide these documents to S&L. Some of these documents were marked "Privileged and Confidential." When asked whether Schulman told Douglas to separate out privileged documents and not to bring them to S&L's offices, Douglas answered: "Not to my recollection. No, not to my recall he did not." (See Iwan Decl. I at ¶ 2, Ex. C at 342.) Douglas also testified that when he specifically asked what to do with documents labeled confidential or privileged, he was instructed to send all documents to S&L's offices and was told that they would "sort them out." (See id. at ¶ 2, Ex. C at 99-100.) A portion of his testimony reads as follows:
. . . I was invited to bring all the documents, including those that were privileged, to S&L's office and help and/or assist, and a space or place to sort through them.
(Id. at ¶ 2, Ex. C at 336-37.)
Schaefer claims that at the outset of his interactions with Douglas, he "emphatically and unequivocally" instructed Douglas not to disclose any "confidential or attorney-client communications." (See Schaefer Decl. I at ¶ 5.)[2] Douglas' testimony contradicts this. (See Iwan Decl. I at ¶ 2, Ex. C at 337.) There is no evidence that S&L cautioned Douglas in writing at any time.
Douglas produced all Cargill documents in his possession to S&L (totaling about 2,000 pages) beginning in November 2000 (see Schaefer Decl. I at ¶ 8), and met with S&L on four to six occasions to go over them. (See Iwan Decl. I at ¶ 2, Ex. C at 39-40, 42, 99-100.)[3] There is no direct evidence that Douglas ever specifically discussed the substance of the privileged documents with S&L attorneys. During Douglas' deposition, attorneys for Cargill never asked him whether he had reviewed any allegedly "privileged" materials with S&L. Cargill's attorneys did ask whether Douglas had "go[ne] over" all the documents he had produced with Schaefer, including documents that "were confidential" or "from the law department." Douglas replied:
No, no. The documents that I recall most clearly presently were involved with the key areas or the key programs that he wanted to know more about. One was, like I indicated, CLDP, the Cargill leadership development program; the KEIS initiative; oh, PMP; the selection grid; and there may have been another one, but those, I think that was the bulk of it, the crux of it.

(Id. at ¶ 2, Ex. C at 42-43; see also Declaration of Lawrence P. Schaefer, dated August 3, 2004 ("Schaefer Decl. II"), at ¶ 6, Douglas at 374-75.) However, Douglas testified earlier that "there were documents that clearly I had gone over with Larry, . . . whether it was confidential or not, I can't recall . . . ." (See Iwan Decl. I. at ¶ 2, Ec. C at 96.)
Eventually, S&L realized that certain documents provided by Douglas were marked "Privileged and Confidential" or "otherwise appeared to originate from, or be directed to, internal or outside legal counsel for Cargill." (See Schaefer Decl. I at ¶ 11.) Schaefer claims not to have reviewed them substantively, except for noting the dates of the documents and the "designation or the indication on the face of the document that legal counsel authored or received the document." Id. Schaefer asserts that he segregated out and returned approximately 200 to 300 documents to Douglas. (See Schaefer Decl. I at ¶ 8; Declaration of Susan M. Coler in Support of Motion to Quash at ¶ 5.) S&L did not immediately inform Cargill that it was in possession of its confidential and privileged documents.
Schaefer claims that he instructed the paralegal working on the matter not to retain copies of the segregated documents and to return them to Douglas. (See Schaefer Decl. I at ¶ 12.) Despite this instruction, however, an unidentified "case clerk" for S&L did make and store a copy of the documents marked privileged or confidential. (See id. at ¶ 16.) When questioned during oral argument, counsel for S&L was unable or unwilling to identify the case clerk.
S&L also claims that it was unaware that the documents had been copied and retained until June 2002, when the copies of Cargill's documents were rediscovered. On July 15, 2002, approximately 18 months after they were received, S&L sent a package containing the rediscovered documents to counsel for Cargill. (See Schaefer Decl. I at ¶ 18.) Before doing so, S&L received an advisory opinion from the Minnesota Lawyers Board of Professional Responsibility, which indicated that S&L's ethical obligation could be interpreted to include returning the documents to Cargill, the potential privilege holder. (See id.)
During a phone conversation between counsel for the parties within days of counsel for Cargill's receipt of the documents, Janice M. Symchych, one of Cargill's outside counsel, told Schaefer that she believed she knew the source of the documents and intended to seek full legal recourse for the alleged privilege breach. (See Affidavit of Janice M. Symchych at ¶ 5.) Soon thereafter, Schaefer called Douglas. Douglas then disposed of all Cargill records in his possession. What was said during this phone conversation is contested. Douglas testified that S&L told him to destroy Cargill's privileged and confidential documents before Cargill could subpoena them:
MS. COLER: Mr. Douglas. My question is what precise words do you recall, or do you claim Mr. Schaefer said to you with regard to what you should do with those records?
MR. DOUGLAS: Toss the records. Get rid of them.
(See Iwan Decl. I at ¶ 2, Ex C at 379-80; see also id. at 104-05.)
Plaintiffs deny that Schaefer instructed Douglas to throw the documents away. Plaintiffs claim that when Schaefer informed Douglas that S&L had inadvertently copied and retained a copy of the documents, and that S&L was going to turn these documents over to Cargill and its attorneys, Douglas became very angry. Plaintiffs suggest that Douglas may have tossed the documents out of anger and frustration or even faulty memory. It is undisputed that soon after this phone call, Douglas deposited the Cargill documents that had been returned by S&L into the trash. Douglas' testimony was subpoenaed by Cargill on March 4, 2003.
After discovering that S&L had been in possession of Cargill documents marked confidential and privileged, Cargill launched what became a protracted effort to depose Douglas and elicit discovery from S&L to account for how the documents came into their possession. On June 27, 1993, Magistrate Judge Arthur J. Boylan ordered Douglas to appear for two days of deposition and to answer all of Cargill's inquiries regarding his interaction with S&L, regardless of any claim of attorney-client privilege by S&L.

See Arnold v. Cargill, Inc., Civ. No. 01-2086 (DWF/AJB), slip op., (D. Minn. June 27, 2003) (Boylan, M.J.) (the "June 27, 2003, Order).
During the first day of deposition testimony, Douglas' testimony raised several serious ethical issues, one being that S&L instructed Douglas to destroy copies of Cargill confidential and privileged documents. Counsel for Cargill suspended the deposition and promptly wrote the Court to apprise it of Mr. Douglas' testimony and to seek guidance. (See Iwan Decl. at ¶ 2, Ex. G.) The Court acknowledged Cargill's right to seek additional discovery from S&L as a prelude for a possible motion to disqualify and/or dismiss the action. (See Iwan Decl. at ¶, Ex. H.)
Cargill served subpoenas for documents and testimony, which S&L promptly moved to quash. On November 26, 2003, the Court ordered S&L to respond to the document requests and ordered Cargill to complete Douglas' deposition after receipt of those responses. See Arnold v. Cargill, Inc., Civ. No. 012086 (DWF/AJB), slip op., (D. Minn. November 26, 2003) (Boylan, M.J.). Ultimately, Douglas' deposition was completed on May 10, 2004.
Cargill claims, for purposes of this motion, that Plaintiffs' counsel wrongfully solicited, received, reviewed, retained and transferred Cargill's confidential and privileged documents, and that Plaintiffs' counsel bears the responsibility for the subsequent destruction of those documents. Moreover, Cargill claims that Plaintiffs' counsel have and are employing similar tactics with non-parties and unrepresented persons in this action. Because of these improprieties, Cargill argues that the case has been tainted and that the Court should disqualify Plaintiffs' counsel, dismiss the Complaint, impose monetary sanctions, and award Cargill the costs and fees incurred in defending this action to date.
Discussion
I. Standard of Review
Disqualification is committed to the trial court's discretion. See Jenkins v. State of Missouri, 931 F.2d 470, 484 (8th Cir. 1991). This discretion is especially broad in class action cases. See id. "Disqualification is an ethical, not a legal matter, and it is in the public's interest, as well as the client's interest. In re Potash Antitrust Litigation, Civ. No. 3-93-197, MDL 981, 1993 WL 5403013 at *16 (citation omitted). Among the factors to be considered in determining whether S&L's conduct warrants disqualification are "the Court's duty to maintain public confidence in the legal profession and its duty to insure the integrity of the judicial proceedings." Id. (citing United States v. Agosto, 675 F.2d 965, 969 (8th Cir. 1982)). In addition, a party has an "interest in a trial free from even the risk that confidential information has been unfairly used against it." Id. (emphasis in the original). Disqualification is appropriate where an attorney's conduct threatens to work a continuing taint on the litigation and trial. See id. at *16. Finally, "any doubt must be resolved in favor of disqualification." Id.; see also Olson v. Snap Prods., Inc., 183 F.R.D. 539, 542 (D. Minn. 1998).
The Minnesota Rules of Professional Conduct govern the attorneys' conduct in this case. See D. Minn. L.R. 83.6(d)(2). Cargill argues that S&L violated its ethical obligations by: (1) suggesting that Douglas might stand to benefit financially from this suit, despite their knowledge to the contrary, to gain his cooperation; (2) soliciting improper assistance from Douglas and inducing a breach of Cargill's confidences and privileges by using methods of obtaining evidence that violate Cargill's rights; (3) conducting their own "privilege review" and returning privileged documents to Douglas rather than Cargill; (4) contributing to the destruction of Cargill documents; (5) violating their duty of candor to this Court; and (6) inappropriately contacting class members.[4]
While the Court will refer to specific rules of professional conduct throughout this order, where appropriate, the Court also notes that the Minnesota Rules of Professional Conduct are not intended to be an exhaustive list of prohibited conduct. The Preamble of the Professional Rules of Conduct provide:

The Rules do not, however, exhaust the moral and ethical consideration that should inform a lawyer, for no worthwhile human activity can be completely defined by legal rules. The Rules simply provide a framework for the ethical practice of law. It is this Court's inherent power, authority, and duty to ensure the administration of justice and the integrity of the litigation process. See, e.g., Capellupo v. FMC Corp., 126 F.R.D. 545, 551 (D. Minn. 1989). Moreover, "[t]hese powers are `governed not by rule or statute, but by the control necessarily vested in courts to manage their own affairs so as to achieve the orderly and expeditious disposition of cases." Chambers v. NASCO, Inc., 501 U.S. 32, 43 (1991) (quoting Link v. Wabash R. Co., 370 U.S. 626, 630-31 (1962)).
II. Ethical Considerations
A. Cargill's Solicitation of Assistance from Douglas
Cargill suggests that S&L violated several ethical and confidentiality obligations while soliciting assistance from Douglas.
(1) Rule of Professional Conduct 4.1
Cargill argues that S&L violated Rule of Professional Conduct 4.1, which provides: "In the course of representing a client a lawyer shall not knowingly make a false statement of fact or law." Cargill asserts that S&L improperly ingratiated themselves to Douglas, who S&L has claimed remained a client, by suggesting that he might stand to gain in any recovery or settlement of this action when they knew Douglas was not eligible to participate in the class action. Cargill argues that S&L knew Douglas was not eligible to participate because he signed the Release with Cargill and was never within the putative class identified in the Complaint because he held a salary position above grade 15.
As late as March 18, 2003, Schaefer sent Douglas a detailed letter prior to his deposition, wherein he stated:
It is our position that you are a potential class member in this case who, despite having signed a release, may be eligible and elect to participate in class-wide relief should this be awarded by judgment or settlement.
(See Iwan Decl. at ¶ 2, Ex. C at Ex. 9.) At this point, this Court had ruled that two individuals who—like Douglas—had signed and not rescinded a release of claims upon termination of their employment with Cargill could not participate in this litigation. See Arnold v. Cargill, Inc., Civ. No. 01-2086 (DWF/AJB), slip op., (D. Minn. May 16, 2002). Accordingly, Cargill argues that S&L violated its general duty of candor and truthfulness and its obligations toward unrepresented parties.
S&L denies that it violated its duty of candor and truthfulness, arguing that the firm had "good reason to believe" that Douglas could benefit financially from the suit. (See Plaintiffs' Memorandum in Response to Defendant's Motion Dismiss, Disqualify, and Impose Additional Sanctions at 20.) First, S&L asserts that it decided late in the investigatory process to limit the putative class to persons in grades 15 or below, which eliminated Douglas, and that Plaintiffs tried to amend the Complaint to expand the class in a way which would have included Douglas. Second, S&L claims that it believed Douglas' Release was unenforceable. Finally, S&L claims that Douglas did not need any encouragement to participate and was not motivated by financial considerations.
The Court finds S&L's ongoing representations to Douglas that he might stand to gain financially from this suit troublesome for several reasons. First, Douglas signed the Release in 1998, which has not been rescinded. On July 15, 2002, this Court ruled that a named plaintiff who—like Douglas—had signed a

release was, as a matter of law, ineligible to participate in the class action. Moreover, despite the fact that during his initial consultation with S&L in 1998 Douglas inquired into whether he could "reopen[]" or "undo" his Release with Cargill (see Iwan Decl. I. at ¶, Ex. C at 26), there is no evidence in the record that S&L ever suggested at this time that the Release was unenforceable. Second, Douglas has never been within the defined putative class. The Court recognizes that S&L did make a motion to amend the Complaint to remove the ceiling on their class definition, which was denied on June 30, 2003. However, in making that motion, Plaintiffs acknowledged that Douglas had signed a release "that would likely prevent [him] from being [a] class member[]." (See Declaration of Teresa K. Patton dated May 7, 2003, ¶ 4.) Therefore, S&L clearly understood that even if their motion to amend the Complaint was granted, Douglas could not participate.
The Court finds that regardless of whether S&L was justified in claiming that Douglas stood to gain financially from this suit at the initial stages of the investigation, there is no justification for S&L's continued representations as the suit progressed.[5] The representation contained in Schaefer's March 18, 2003, letter to Douglas is particularly troubling because it disregarded the reality that Douglas was not eligible to participate in this suit. Accordingly, the Court finds that S&L violated Rule 4.1.
(2) Rule of Professional Conduct 4.4
Cargill asserts that S&L improperly induced a breach of Cargill's confidences and privileges by using methods of obtaining evidence that violate the legal rights of a non-client under Rule 4.4. Specifically, Cargill claims that by soliciting privileged and confidential information from Douglas, it sought to obtain information in opposition to Cargill's rights to confidentiality and privilege.
The Court finds that Douglas' entire relationship with S&L was based on his knowledge of Cargill that was relevant to this suit. At least some of the information possessed by Douglas (documents and otherwise) was privileged and/or confidential to Cargill. This is not simply a situation where Plaintiffs' counsel contacted a prospective witness with knowledge of underlying facts relevant to their investigation. Here, S&L cultivated its relationship with Douglas, a former highly placed employee of Cargill who had extensive knowledge of the systems at issue in this suit and Cargill's past litigation strategies in similar cases, precisely because he possessed a wealth of relevant information.
S&L argues correctly that Rule 4.4 does not prohibit S&L from obtaining information from Douglas, a former corporate manager. In light of the evidence, which demonstrates that Douglas was not eligible to participate in this litigation, S&L should have (and claims to have) treated Douglas as a witness from the start. That being the case, S&L was obligated to advise Douglas that he could not disclose privileged communications. See FleetBoston Robertson Stephens, Inc. v. Innovex, Inc., 172 F. Supp. 2d 1190, 1195 (D. Minn. 2001).
Despite S&L's aggressive pursuit of the documents in Douglas' possession, there is no evidence, other than the declaration of Schaefer, that anyone at S&L ever explained to Douglas at or prior to the time Douglas gave S&L his Cargill documents, that privileged documents were to be excluded. In fact, it appears that S&L actually encouraged Douglas to send over to its offices "any documents" pertaining to Cargill, including privileged documents. In fact, Douglas testified that he asked S&L what to do with documents marked privileged and confidential and was told to send them all over to S&L and told that they would go through them. (See Iwan Decl. at ¶ 2, Ex. C at 39-40.) Moreover, there is no evidence that S&L ever cautioned Douglas in writing or "one-on-one." (See id. at ¶ 2, Ex. C at 339.)
The Court finds that S&L knew that Douglas was extensively exposed to confidential and privileged information, including information learned through regular contact with Cargill's in-house and outside legal teams. The Court also finds that S&L made no meaningful effort to protect Cargill's confidences and that S&L eventually came into possession of documents marked privileged and confidential.

Plaintiffs deny that S&L substantively reviewed documents marked privileged and confidential and that Douglas never discussed the substance of these documents with S&L. Those denials, however, ringhollow for two reasons. First, considering Douglas' regular interactions with Cargill's legal representatives and the fact that he is not trained in the law, he was not in a position to determine what Cargill information was discloseable and what was not discloseable without assistance of counsel. Moreover, it is conceivable, if not likely, that privileged and confidential information was disclosed by Douglas in conversation, even if unconsciously. Second, the Court's concern that privileged and confidential information was indeed disclosed and discussed, is not assuaged by S&L's assertions to the contrary. See, e.g., MMR/Wallace Power & Indus., Inc. v. Thames Assocs., 764 F. Supp. 712 (D. Conn. 1991).
Accordingly, this Court finds that S&L violated Cargill's confidentiality rights as prohibited by Rule 4.4.
(3) Rule of Professional Conduct 4.2
Cargill suggests that S&L violated Rule of Professional Conduct 4.2. Rule 4.2 bars a "lawyer from communicat[ing] about the subject of the representation with a party the lawyer knows to be represented by another lawyer in the matter." When the party is an organization, the Rule:
prohibits communications by a lawyer for one party concerning the matter in representation with persons having a managerial responsibility on behalf of the organization, and with any other person whose act or omission in connection with that matter may be imputed to the organization for purposes of civil or criminal liability or whose statement may constitute an admission on the part of the organization.
52 Minn. Stat. Ann., Rules of Prof. Conduct, Rule 4.2, Comment (emphasis added).
There can be no dispute that Douglas, when employed by Cargill, held positions in the organization that would place him within the scope of the Rule. The question, therefore, is whether this Rule applies to former employees. The Eighth Circuit has not settled the issue of whether ex parte communications with former managerial employees of an adverse party violates Rule 4.2. A majority of courts have held that, in general, Rule 4.2 does not bar ex parte communications with an adversary's former employee who is not represented. See Snap Prods, 183 F.R.D. at 544 (citations omitted). A minority of courts have prohibited contact with the former employees of adverse parties. See, e.g., Camden v. State of Maryland, 910 F. Supp. 1115, 1121 (D. Md. 1996).
Because of the close relationship between Rule 4.2 and rules protecting against the disclosure of attorney-client privileged information, courts in this district have adopted a flexible approach to prevent privileged information from being disclosed to an adverse party in the context of lawyer contact with a former managerial employee. See Snap Prods., 183 F.R.D. at 544-45; see also FleetBoston, 172 F. Supp. 2d at 1195.
In Snap Prods., the court considered a party's motion to disqualify opposing counsel based on counsel's ex parte communication with former employees, including a former vice-president and a former C.E.O. of the adverse party. See Snap Prods., 183 F.R.D. at 544. The court noted the majority rule, but recognized that other courts have been "concerned with the unfairness of litigants being able to obtain the sensitive information of an opponent from the opponent's past employees[.]" Id. The court declined to adopt a "bright-line" rule, and instead held that the key factor in evaluating the propriety of a lawyer's conduct under Rule 4.2 with respect to former managerial employees is the likelihood that any privileged matters were intruded upon. Id. at 545; see also FleetBoston, 172 F. Supp. 2d at 1195 (citing Snap Prods. with approval and adopting this approach). In Snap Prods., the attorneys involved did not ask former employees to discuss privileged matters and there was no evidence that privileged matters were disclosed or discussed; the court accordingly declined to find a violation of Rule 4.2. Id. In doing so, however, the court cautioned that "as a prospective matter . . . an attorney's discussions with former

members of an . . . opponent's management could intrude upon privileged matters, which would not be permissible under Rule 4.2." Id.
Unlike in Snap Products, here there is no dispute that hundreds of Cargill documents marked privileged and confidential were given to S&L by Douglas. In addition, Douglas testified that Schaefer and Douglas had at least one conversation about an in-house attorney that Douglas had worked with while at Cargill, during which Cargill's investigation and litigation processes were discussed. (See Schaefer Decl. II at ¶ 6, Douglas at 351-53.) The evidence before this Court also demonstrates that S&L took grossly inadequate measures to prevent the disclosure of privileged information from Douglas. (See discussion above.) There can be no question that S&L's discussions and exchange of information with Douglas did impermissibly intrude upon privileged matters. Therefore, this Court finds that S&L violated Rule 4.2.[6]
B. S&L's Review and Retention of Confidential and Privileged Documents
Cargill argues that even after recognizing that it was in possession of documents marked confidential and privileged, it was improper for Schaefer to conduct his own privilege review, to return the documents to Douglas and not Cargill, and to retain a copied set.
S&L argues that no one at its firm ever reviewed the documents substantively and that it met its obligations by returning the documents to Douglas in December 2000. S&L asserts that the copy of Cargill's documents that was made and stored was the result of a mistake made by a case clerk and was directly at odds with the lead attorney's instruction not to retain a copy of the documents. S&L also claims that after discovering these documents in July 2002, it promptly turned the documents over to Cargill.
An attorney who receives privileged documents has an ethical duty to cease review of the documents, notify the privilege holder, and return the documents. See Richards v. Jain, 168 F. Supp. 2d 1195, 120001 (W.D. Wash. 2001) (noting requirement to return privileged materials to the privilege holder even if no pending litigation) (citing ABA Comm. on Ethics and Professional Responsibility, Formal Op. 94-382 (1994)). The Court finds that upon discovering that there were documents marked privileged or confidential in the box of documents provided by Douglas, the prudent response by S&L would have been to return the documents unreviewed to Cargill, the privilege holder.[7] Instead, S&L chose to conduct its own privilege review, during which Schaefer reviewed the documents at least to a degree that allowed him to determine whether the documents were privileged or confidential and to note the dates on the documents. At this point, Schaefer and his firm blatantly risked creating the appearance of impropriety, which is only exacerbated by the fact that S&L actually made a copy and stored the documents for almost 18 months. S&L now boldly asks this Court, the parties, and the public to ignore the appearance of impropriety and simply trust that upon conducting its own privilege review of Cargill's documents, S&L did not substantively review the documents.
This Court is skeptical of S&L's account with respect to the copying and retention of Cargill's documents. The Court rejects the notion that S&L is unable to identify the mysterious "case clerk" who defied Schaefer's instructions not to copy the documents. Conveniently, the case clerk has been unavailable to be deposed or give sworn testimony. The conspicuous absence of the testimony of this key individual only adds to the questionable circumstances surrounding S&L's handling of the documents. The Court also rejects the S&L's assertion that it never substantively reviewed the documents.
At a minimum, S&L's behavior recklessly disregarded the risks associated with playing fast and loose with the rules protecting against disclosure of privileged and confidential material. At worst, S&L is guilty of a serious deception with respect to its role in the disclosure and retention of Cargill's privileged and confidential information. Either way, these proceedings have been tainted by the mishandling of Cargill's privileged and confidential material. See, e.g., Richards, 168 F. Supp. 2d at 1201 (explaining eleven months of "access to privileged documents creates appearance of impropriety" and taints proceedings);

see also Lewis v. Capital One Servs., Inc., Civ. Action No. 3:04CV186 at 6-7 (E.D. Va. .June 10, 2004). There is no doubt that the spirit of ethical standards in this district, if not the letter of the rules, prohibits an attorney from conducting his or her own privilege review of documents belonging to a corporation he or she is preparing to sue, and then copying and retaining documents marked privileged or confidential for nearly 18 months before notifying the privilege holder.
C. S&L's Contribution to the Destruction of Documents
The Court is also troubled over the circumstances surrounding the destruction of the documents S&L returned to Douglas. It goes without saying that the destruction of evidence is a violation of the most serious nature. The following facts are undisputed. In or around December 2000, S&L returned several hundred documents to Douglas, some if not all, marked privileged and confidential. In July 2002, S&L returned the copy of privileged and confidential documents that were retained by S&L (mistakenly or not) to Cargill. Shortly thereafter, an attorney for Cargill contacted Schaefer requesting the identity of the source of the Cargill documents. Schaefer called Douglas on July 22, 2002, and informed Douglas that S&L had mistakenly kept a set of the Cargill documents provided by Douglas and that the firm had turned the documents over to Cargill. Douglas then threw away the documents that S&L had returned to him prior to receiving a subpoena from Cargill.
Although the Court is very skeptical that S&L has been entirely forthcoming in accounting for its actions, the Court need not make a factual determination as to whether Schaefer did or did not instruct Douglas to "toss" the documents. Because the Court has already determined that this case has been tainted, it will not seek to untangle the web of contradictory testimony regarding what was said during that July 2002 telephone conversation.
D. Duty of Candor to this Court
Cargill argues that S&L violated its ethical duty of candor to this Court by concealing several material facts in these proceedings. The thrust of Cargill's argument concerns the representations made by Schaeffer in his May 2, 2003, Declaration. Despite S&L's own documented efforts to contact Douglas during the summer of 2000, Schaefer stated that his first contact with Douglas with respect to the alleged systematic discrimination against salaried African Americans at Cargill occurred on September 15, 2000. (See Schaefer Decl. I, ¶ 4.)[8] Just days before oral argument on this motion, Schaefer submitted a second declaration correcting the omission of S&L's July 2000 contact with Douglas. (See Schaefer Decl. II.)
Although the Court takes very seriously Cargill's charge that Schaefer and S&L omitted key details about this relationship with Douglas and has concerns about the veracity of some of the statements made by Schaefer in his declaration, the Court declines to examine this issue further. Because the Court has already determined that these proceedings are tainted, the Court need not determine whether or not Schaefer and S&L violated their duty of candor to the court.
E. S&L's Conduct With Non-Parties and Unrepresented Persons
Cargill also asserts that S&L violated its ethical obligations while dealing with non-parties and unrepresented persons. Cargill focuses its argument primarily on its allegation that S&L improperly solicited current and former Cargill employees to participate in their lawsuit for their own pecuniary gain. Cargill argues that in addition to doing so directly, they also did so through the assistance of Douglas.

Cargill argues that Douglas, with the full knowledge and approval of S&L, actively solicited individuals to participate in this action by providing S&L with names of current and former African American employees to contact, contacting witnesses, and discussing specifics with individuals, including the details of the retainer agreement they would be asked to sign. Cargill also argues that Douglas tried to convince individuals that they were victims of discrimination.
S&L denies that it violated any ethical obligations with respect to its early contacts with potential plaintiffs and points out that Douglas himself denies that he "solicited" or "recruited" any of the named plaintiffs to join the suit. (See Schaefer Decl. II at ¶ 6, Douglas at 59-79.) S&L points out that only one of the 26 named plaintiffs—Ron Arnold—was referred to S&L by Douglas, and that this referral came after Arnold indicated he was looking for an attorney. S&L also maintains that it has an ethical obligation to pursue all leads that might uncover witnesses that might corroborate its clients' allegations of discrimination.
Rule 7.3 prohibits direct contact with prospective clients, when a significant motive for doing so is pecuniary gain. Courts have generally recognized an exception to the solicitation prohibition for federal class actions. See Gulf Oil Co. v. Bernard, 452 U.S. 89 (1981) (interpreting Federal Rule of Civil Procedure 23 as allowing direct contact with potential class members when necessary to proceed under the Rule). Class actions serve an important function in our system of civil justice and this Court recognizes that it may be necessary for plaintiffs and plaintiffs' counsel to inform potential class members of the existence of a lawsuit and to collect information about the merits of the case. On the evidence presented, the Court is not persuaded that S&L violated Rule 7.3.
Cargill also argues that S&L convinced several individuals to sign declarations drafted by S&L which contained allegations that several declarants later admitted were unfamiliar to them. Cargill points to the deposition testimony of two individuals, Glen Ford and Candy Smith. Both Mr. Ford and Ms. Smith testified during their depositions that certain phrases or facts stated in their declarations were unfamiliar to them or untrue. S&L denies any wrongdoing and claims to have adequate controls to ensure that declarations are accurate. On the evidence before it, the Court cannot conclude that any ethical violation was committed with respect to the drafting of declarations.
Finally, Cargill argues that S&L committed an ethical violation by offering legal representation to individuals subpoenaed by Cargill for deposition. Cargill asserts that in some cases, S&L purported to represent declarants despite contrary assertions by the declarants. With respect to deponent Candy Smith, Cargill argues she was told by S&L that she had to retain S&L as counsel to represent her in a deposition. Ms. Smith further testified that she was called nine more times by a S&L paralegal to discuss matters related to the case. S&L denies any wrongdoing and claims that it has a policy of offering to represent declarants whose depositions are noticed by a defendant employer, at no cost to the declarant. While the Court acknowledges that S&L has engaged in aggressive advocacy tactics, the Court does not find that any ethical violations have occurred.
III. Appropriate Remedy
Having concluded that S&L violated several ethical duties, the Court must determine the appropriate remedy. Cargill urges the Court to disqualify counsel, dismiss the Complaint and impose other sanctions. S&L argues that even if the Court finds an ethical violation, Cargill has not and cannot demonstrate that it has been prejudiced.
This Court has "wide discretion in framing sanctions to remedy abuses, including attorneys fees, monetary sanctions, and the dismissal fo the action." Snap Prods., 183 F.R.D. at 541 (citing Chambers v. NASCO, Inc., 501 U.S. 32, 44-45 (1991)). Because of the potential for abuse, disqualification motions should be subjected to strict judicial scrutiny. Id. (citation omitted). In deciding whether to disqualify an attorney, the court balances the interests of the attorneys, clients and the public. See, e.g., Marvin Lumber & Cedar Co. v. Norton Co., 113 F.R.D. 588, 592 (D. Minn. 1986). "Because the interests to be

protected are critical to the judicial system, the court should resolve doubts in favor of disqualification." Biocore Med. Techs., Inc. v. Khosrowshahi, 181 F.R.D. 660, 664 (D. Kan. 1998).
After a careful analysis of the facts and circumstances of this case, and balancing the equities involved, the Court finds that Cargill has met the high standard of proof necessary for a motion to disqualify. S&L's solicitation of information from Douglas without protecting against the disclosure of confidential and privileged materials, decision to conduct its own privilege review of Cargill's documents marked confidential and privileged, and retention of Cargill's documents for nearly a year and a half compromise the integrity of these proceedings.
The Court is mindful of Plaintiffs' argument that even if ethical violations are found, Cargill's motion should be denied because it has not shown prejudice. In support, Plaintiffs strenuously claim that: Douglas did not share privileged information with S&L; the 200-300 documents bearing privileged markings were ultimately returned to Cargill; the documents are not relevant; and even if the documents contained relevant, privileged information, Cargill could not have been prejudiced because no one at S&L ever substantively reviewed or used any documents marked privileged or confidential. Plaintiffs also argue that Cargill delayed in bringing this motion, which should weigh against disqualification.
Plaintiffs arguments are unavailing. First, the Court does not accept S&L's claims that no one at S&L reviewed any documents marked privileged or confidential. The inference is inescapable that S&L inappropriately reviewed these documents. Schaefer's sole declaration that the privileged documents were not substantively reviewed does not convince the Court that Cargill's confidential and privileged information was not disclosed. See, e.g., Biocore, 181 F.R.D. at 673-74 (refusing to accept self-serving denials of impropriety); MMR/Wallace, 764 F. Supp. at 727. Second, that S&L reviewed (substantively or not) and retained these documents for 18 months is enough to taint these proceedings. See, e.g., Richards v. Jain, 168 F. Supp. 2d at 1201. Finally, under the facts of this case, it is not possible to accurately track exactly which documents were delivered to S&L, which documents were "segregated" out, which documents were returned to Douglas, and which documents were ultimately destroyed. Therefore, the Court will never know whether those documents were relevant. The extent of the breach of confidentiality and privilege is, likewise, unknown. For all the above reasons, the Court holds that Cargill has, indeed, been prejudiced. More importantly, the "risk" that improperly obtained confidential and privileged information might be used against Cargill justifies disqualification here. See Potash, 1993 WL 543013 at 16-19; Marvin, 113 F.R.D. at 591.[9]
CONCLUSION
The Court recognizes the difficult and complicated position that Plaintiffs and the putative class are placed in and does not minimize the hardship Plaintiffs will incur in trying to secure other counsel at this stage in the proceedings. The Court also recognizes the importance of Plaintiffs' right to counsel of their choice, especially in class-action cases of this magnitude. These considerations, however, must yield to the ethical considerations presented here, which implicate the integrity of the judicial process. The preservation of the public trust both in the scrupulous administration of justice and in the integrity of the bar is paramount. The integrity of these proceedings, the system and the profession have been damaged by S&L's conduct. The only remedy is to disqualify Plaintiffs' counsel. Plaintiffs will be given 120 days to secure counsel to continue these proceedings. If new counsel are not obtained within 120 days, this case will be dismissed without prejudice.
It is true, that the class action as a procedural device was designed to serve unique purposes. Of course, it necessarily follows that there must be appropriate accommodations made to the ethical rules in a class action situation so that the unique purpose the class action serves is not judicially or otherwise nullified.
The Court further recognizes the need for zealous advocates willing to creatively, and oftentimes aggressively, represent plaintiffs in class actions. Here, however, S&L crossed the line. There is no

circumstance under which this Court can countenance S&L's conduct. However, there is no reason why the Court's decision should discourage plaintiffs' firms from representing others in difficult cases.
Accordingly, based on the files, records, and proceedings herein, and for the reasons set forth above, IT IS ORDERED that:
A. Defendant's Motion to Dismiss, Disqualify, and Impose Additional Sanctions (Doc. No. 225) is DENIED IN PART and GRANTED IN PART, as follows:
1. Defendant's motion to dismiss is DENIED; 2. Defendant's motion for additional sanctions is DENIED; and 3. Defendant's motion to disqualify Plaintiffs' counsel is GRANTED.
Plaintiffs have 120 days from the date of this order to secure counsel to continue these proceedings. If new counsel are not obtained by January 24, 2005, this case will be dismissed without prejudice.
[1] According to his own notes, Schulman learned that "Bill has a box of documents from his days at Cargill. He said that he needed to start looking through them. I encouraged him to do so, and we agreed that he would pass on to us anything that he thinks might be of interest." (See Iwan Decl. at ¶ 2, Ex. C at Ex. 13.)
[2] Sean Wright, a witness and named plaintiff, stated that Schaefer gave a similar instruction in Douglas' presence at a meeting in December 2000. (See Declaration of Sean Wright at ¶ 3.) Douglas does acknowledge that he heard certain rules prohibiting disclosure of privileged documents and stated: "I've heard it— it was brought up, I think, in a meeting, at a meeting in that context. But to me directly, oneon-one, not that I recall." (See Iwan Decl. I at ¶ 2, Ex. C at 339.) Based on the corroborating declaration of Sean Wright, it is likely that Douglas was referring to the December 2000 meeting. There is no indication that this meeting occurred prior to S&L's receipt of Cargill documents marked privileged and confidential in November 2000.
[3] S&L claims that the privileged documents were segregated out and returned to Douglas prior to these meetings. Douglas acknowledges that at least "some of them" were returned, but left open the possibility that not all privileged documents were returned. (Id. at 2, Ex. C at 4647, 270-81.) Douglas testified that "any documents that were returned to me were not returned to me by December 2001." (See id. at 2, Ex. C at 336.)
[4] In its motion, Cargill claims S&L has violated a host of ethical obligations. Most are discussed in the body of this opinion. However, several, which are cited without discussion or meaningful argument, will not be considered herein.
[5] The Court accepts the fact that S&L never promised Douglas that he would benefit from this suit. However, S&L need not have promised anything to violate Rule 4.1.
[6] Plaintiffs suggest that Rule 4.2 does not cover S&L's communications with Douglas during the investigation of this suit. Rule 4.2 applies when a dispute has become a "matter." It is not necessary to decide the precise moment when S&L's investigation evolved into a "matter" with Cargill because S&L's contact with Douglas started in 2000 and continued past the initiation of litigation. Moreover, the privileged documents received by S&L from Douglas remained in S&L's possession until July 2002.
[7] Plaintiffs argue that because it was engaged in pre-suit investigation, there was no adversary, and therefore no ethical violation was committed. The Court finds Plaintiffs argument dubious. See, e.g., See Richards v. Jain, 168 F. Supp. 2d at 1200-01. However, this Court's decision is not premised solely on S&L's failure to return the documents in 2000, but it is also based on the retention of the documents until July 2002.
[8] This declaration was provided to the Court for the purpose of opposing Cargill's Motion to Overcome Attorney-Client Privilege and WorkProduct Claims of R. Bill Douglas and Others. The declaration purports to provide the Court with information "to allow a full evaluation of these communications and the circumstances surrounding the firm's coming into possession of certain documents described herein." (See Schaefer Decl. I at ¶ 2.) Because Schaeffer was accounting for the firm's communications with Douglas, the scope was not limited to his personal contact with Douglas.
[9] In addition, apart from prejudice or risk to Cargill, the Court cannot conceive of any circumstance in which S&L could continue to properly represent Plaintiffs and the class. This factor also weighs in favor of disqualification.

 
 (2004)
Roderick Arnold, Nii-Akwei Acquaye, Sean Allen, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virginia Douglas, Ronald Garrus, Margo Harvey, Cheneta Hughey, Jacqueline Jenkins, Keith Lewis, Valerie Mason-Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler,
Jacqueline Williams, Cheryl Willis, and Sean Wright, on behalf of themselves and all others similarly situated, Plaintiffs, v. Cargill Incorporated, Defendant.
Civil No. 01-2086 (DWF/AJB).
United States District Court, D. Minnesota.
November 8, 2004.
Lawrence P. Shaefer, Esq., Susan M. Coler, Esq., and Teresa Kathleen Patton, Esq., Sprenger & Lang, Minneapolis, MN; Michael P. Lieder, Esq., Paul Carl Sprenger, Esq., and Steven M. Sprenger, Esq., Sprenger & Lang, Washington, DC, counsel for Plaintiffs.
Holly S. A. Eng, Esq., Mark John Ginder, Esq., Melissa Raphan, Esq., Michael Iwan, Esq., Paul Barry Klaas, Esq., Ryan E. Mick, Esq., Shari L. Jarde, Esq., Emily L. Fitzgerald, Esq., and Heather Toft, Esq., Dorsey & Whitney, Minneapolis, MN, counsel for Defendant.
Lewis A. Remele, Jr., Esq. and Charles E. Lundberg, Esq, Bassford Remele P.A., Minneapolis, MN, counsel for Sprenger & Lang.
Peter N. Thompson, Esq., Hamline Law School, St. Paul, MN, Special Master.
MEMORANDUM OPINION AND ORDER
DONOVAN FRANK, District Judge .
Introduction
The above-entitled matter is before the undersigned United States District Judge pursuant to Plaintiffs' Motion to Reconsider the Court's May 28, 2004, Order. In its Order, this Court, among other things, granted summary judgment in favor of the Defendant Cargill, Inc. ("Cargill") with respect to Plaintiff Louis Darden's claims of race discrimination. The Court also denied Cargill's motion for summary judgment on Plaintiffs' constructive discharge claims. Plaintiffs requested permission to file a motion for reconsideration of this Court's Order insofar as it dismissed Darden's compensation and promotion claims in light of statistical evidence that was not previously before the Court. The Court agreed that a motion for reconsideration was proper, and now, in light of the submissions of the parties and for the reasons set forth below, Plaintiffs' motion is granted and Darden's promotion and compensation claims are reinstated.

Background
The factual background of this case is set forth at considerable length in the Court's May 28, 2004 Order (the "Order"). For purposes of this motion to reconsider, the relevant facts are as follows. Louis Darden is an African-American male who worked at Cargill for 23 years. Darden asserts that he witnessed and was subject to a pattern and practice of discrimination against African-American employees during his tenure at Cargill. Specifically, Darden contends that he was denied opportunities, effectively demoted, and paid less than his white counterparts.
This Court previously dismissed Darden's termination, compensation, and promotion claims. Specifically with respect to Darden's termination claim, the Court found Darden had not demonstrated a prima facie case of discrimination and that "[e]ven if Darden has established a prima facie case of race discrimination . . . Cargill has offered a legitimate reason for its employment decision to terminate Darden." (Order at 10.) This finding was predicated on the finding that Darden was "terminated for violating company policy by manipulating bidding, falsifying invoices, and paying for work that was not performed . . . ." (Id.)
With respect to Darden's compensation and promotion claims, this Court found that Darden failed to provide specific information about employees that Darden claimed were similarly situated to him and who may have been compensated or promoted differently. Accordingly, this Court granted summary judgment and dismissed Darden's promotion and compensation claims.
Plaintiffs assert that statistical evidence and other pattern and practice evidence, which was not presented to the Court prior to hearing Cargill's motion for summary judgment on Darden's claims, should prevent the summary disposition of Darden's compensation and promotion claims.[1] Specifically, Plaintiffs submitted the expert report of Dr. David Peterson on July 19, 2004, in support of their motion for class certification. Dr. Peterson performed studies of both promotion and compensation at Cargill. In the area of promotion, Plaintiffs claim that Dr. Peterson studied whether Cargill promotes African-Americans at the same rate as their non-African-American peers. In the area of compensation, Plaintiffs claim that Dr. Peterson analyzed whether Cargill discriminates against African-Americans in "pay progression" and whether Cargill treats African-Americans comparable to their non-African-American peers in "discretionary" payments, such as bonuses, awards and incentives. (See Declaration of Teresa K. Patton in Support of Plaintiffs' Motion to Reconsider and Pursuant to Rule 56(f) ("Patton Decl.), Ex. 8.)
Plaintiffs assert that Dr. Peterson's expert report demonstrates the following: (1) a disparity between promotions for African-Americans and non-African-Americans equal to -4.82 standard deviations between 1995-2003; (2) a disparity between pay increases for African-Americans employees and non-AfricanAmerican employees equal to -5.11 standard deviations between 1995-2003; and (3) a disparity between discretionary payments (bonuses, awards, and incentives) for African-American employees and nonAfrican-American employees equal to -10.38 standard deviations. (See Patton Decl., Ex. 8.) Plaintiffs also assert that Dr. Peterson's analysis demonstrates a disparity in Cargill's Performance Management System ("PMP") ratings between African-American employees and their peers. (Id. at 13-21.)
Plaintiffs also assert that anecdotal evidence and Darden's own experiences at Cargill are consistent with the alleged pattern of discrimination. For example, with respect to promotions, Plaintiffs claim that Cargill's promotions were not openly made available to employees. Plaintiffs also claim that despite the fact that Darden made it known that he wanted to be considered for any advancement opportunities, Cargill filled several positions that he was qualified for before he was made aware of the openings. Plaintiffs also offer evidence that purports to demonstrate that on several occasions Darden's white counterparts advanced past him into higher management. In addition, Darden has submitted anecdotal evidence that purports to demonstrate that he was paid less than similarly situated Caucasians.[2]
Cargill maintains that Darden failed to articulate a legally cognizable claim of discrimination. Specifically, Cargill argues that Plaintiffs' statistical evidence demonstrates that Cargill appears to make employment

decisions in a non-random manner. In addition, Cargill asserts that even if the Court accepts Plaintiffs' statistical evidence, Darden has not made a prima facie showing of discrimination with respect to promotion and compensation because Darden has not pointed to any actual decision, decision-maker, or reliable comparator for which any evidence of a statistical disparity would make the possibility of discrimination more likely.
Discussion
A. Standard of Review
Summary judgment is proper if there are no disputed issues of material fact and the moving party is entitled to judgment as a matter of law. See Fed. R. Civ. P. 56(c). The court must view the evidence and the inferences which may be reasonably drawn from the evidence in the light most favorable to the nonmoving party. See Enterprise Bank v. Magna Bank of Missouri, 92 F.3d 743, 747 (8th Cir. 1996). However, as the Supreme Court has sated, "[s]ummary judgment procedure is properly regarded not as a disfavored procedural shortcut, but rather as an integral part of the Federal Rules as a whole, which are designed `to secure the just, speedy, and inexpensive determination of every action.'" Fed. R. Civ. P. 1. Celotex Corp. v. Catrett, 477 U.S. 317, 327 (1986).
The moving party bears the burden of showing that there is no genuine issue of material fact and that it is entitled to judgment as a matter of law. See Enterprise Bank, 92 F.3d at 747. The nonmoving party must demonstrate the existence of specific facts in the record which create a genuine issue for trial. See Krenik v. County of Le Sueur, 47 F.3d 953, 957 (8th Cir. 1995). A party opposing a properly supported motion for summary judgment may not rest on mere allegations or denials, but must set forth specific facts showing that there is a genuine issue for trial. See Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 256 (1986); Krenik, 47 F.3d at 957.
B. Darden's Promotion and Compensation Claims
On this motion for reconsideration, Plaintiffs assert that the statistical evidence and related analysis now before the Court, along with anecdotal evidence, prevents the summary disposition of Darden's promotion and compensation claims. Specifically, Plaintiffs assert that this evidence establishes a pattern and practice of discrimination at Cargill with respect to its promotion and compensation of African-American employees. Plaintiffs contend that the analysis of Darden's claims should therefore shift from the McDonnell Douglas-Desert Palace legal standards to the Teamsters/Craik model of proof. Under the Teamsters/Craik model, Plaintiffs contend that plaintiffs and class members benefit from a presumption of discrimination once they have established a pattern and practice of discrimination.
Plaintiffs also contend that the statistical analysis of Dr. Peterson, that they claim demonstrates that Cargill's promotions and compensation practices disadvantage African-Americans, is sufficient, by itself, to create a question of fact about whether Cargill engaged in a pattern and practice of discrimination in promotions and compensation. Even so, Plaintiffs submit anecdotal evidence purporting to demonstrate that Darden's experiences with Cargill's promotion and compensation practices were consistent with the pattern allegedly revealed in Dr. Peterson's report.
Cargill asserts that even though a non-class plaintiff may assert pattern or practice evidence, along with other evidence, to establish a prima facie case of discrimination, an individual non-class plaintiff cannot rely solely upon pattern and practice evidence to establish individual violations. Instead, defendants assert that non-class plaintiffs must still prove all elements of a prima facia case under McDonnell Douglas.

Courts require plaintiffs alleging employment discrimination to establish a prima facie case. See, e.g., Craik v. Minnesota State Univ. Bd., 731 F.2d 465, 469-71 (8th Cir. 1984). How the prima facie case is established depends on whether the case is brought by a single plaintiff or by a class alleging a pattern or practice of discrimination. See, e.g., id. (citing Int'l Bhd. of Teamsters v. United States, 431 U.S. 324 (1977)). Under this Teamsters/Craik order of proof, the plaintiff must prove by a preponderance of evidence that the defendant engaged in a pattern or practice of discrimination. Id. at 470. The plaintiff may do so through use of statistical evidence showing disparities between similarly situated protected and unprotected employees with respect to promotions and compensation, supplemented with other evidence. Id. at 470. Once a plaintiff makes this showing, the Court presumes that the employer unlawfully discriminated against individual class members. Id.
Here, Darden's compensation and promotion claims relate to an alleged pattern and practice of disparate treatment of African-Americans at Cargill. Viewing the evidence in the light most favorable to Plaintiffs, the Court finds that Plaintiffs' statistical evidence of discrimination in compensation and promotion practices at Cargill, together with Plaintiffs' anecdotal evidence, establishes a genuine issue of material fact. Where Darden's termination claim presented a factual scenario that justified dismissal through summary judgment because there was no genuine issue for trial even if a pattern of practice of discrimination could be established, no such factual scenario exists with respect to Darden's compensation and promotion claims. Specifically, while Cargill offered a legitimate reason for its employment decision to terminate Darden, it has not provided a legitimate reason that would rebut a presumption of a pattern and practice of discrimination in compensation and advancement. Therefore, Darden's promotion and compensation claims survive summary judgment. Accordingly, the Court's previous award of summary judgment on Darden's promotion and compensation claims is vacated and those claims are reinstated for further proceedings in this lawsuit.
Based upon the foregoing, submissions of the parties, the record before the Court, and the procedural history of this litigation, the Court hereby enters the following:
ORDER
1. The Court's previous award of summary judgment on Darden's promotion and compensation claims (Doc. No. 216) is vacated and those claims are reinstated for further proceedings in this lawsuit.
[1] Plaintiffs claim that this statistical and pattern and practice evidence, some of which is part of Plaintiffs' expert reports dated April 21, 2004, was not part of its brief (filed on April 13, 2004) because Plaintiffs relied on its legal conclusion that this Court would not consider individual motions until after statistical evidence was presented at the class certification stage. (See Letter to the Court from Susan M. Coler dated June 15, 2004.) Without discussing the propriety of Plaintiffs' reliance on that conclusion, the Court will now consider the new evidence.
[2] Plaintiffs incorporate by reference additional evidence of purporting to demonstrate Cargill's pattern and practice of discrimination submitted with their class certification papers.

 
 (2004)
Roderick Arnold, Nii-Akwei Acquaye, Sean Allen, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virginia Douglas,
Ronald Garrus, Cheneta Hughey, Jacqueline Jenkins, Keith Lewis, Valerie Mason-Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, and Sean Wright, on behalf of themselves and all
others similarly situated, Plaintiffs, v.
Cargill Incorporated, Defendant.
Civil No. 01-2086 (DWF/AJB).
United States District Court, D. Minnesota.
November 23, 2004.
Lawrence P. Schaefer, Esq., Susan M. Coler, Esq., and Teresa Kathleen Patton, Esq., Sprenger & Lang, Minneapolis, MN, Michael P. Lieder, Esq., Paul Carl Sprenger, Esq., and Steven M. Sprenger, Esq., Sprenger & Lang, Washington, DC, counsel for Plaintiffs.
Holly S. A. Eng, Esq., Mark John Ginder, Esq., Melissa Raphan, Esq., Michael Iwan, Esq., Paul Barry Klaas, Esq., Ryan E. Mick, Esq., Shari L. Jerde, Esq., Emily L. Fitzgerald, Esq., and Heather Toft, Esq., Dorsey & Whitney, Minneapolis, MN, counsel for Defendant.
Lewis A. Remele, Jr., Esq. and Charles E. Lundberg, Esq, Bassford Remele P.A., Minneapolis, MN, counsel for Sprenger & Lang.
Peter N. Thompson, Esq., Hamline Law School, St. Paul, MN, Special Master.
MEMORANDUM OPINION AND ORDER
DONOVAN FRANK, District Judge .
Introduction
The above-entitled matter came on for hearing before the undersigned United States District Judge on November 16, 2004, pursuant to Sprenger & Lang's ("S&L") Motion for Directions from Court for the Implementation of the September 24, 2004 Order and to Amend the Protective Order. For the reasons set forth below, the Court grants S&L's motion as follows.
Background
On September 24, 2004, the Court issued an order disqualifying S&L as counsel for Plaintiffs. The factual background of this case and the facts underlying the Disqualification Order are set forth at considerable length in the Court's September 24, 2004, Order (the "Disqualification Order"). In the Disqualification

Order, the Court found that S&L's solicitation of information from R. Bill Douglas, a former Cargill manager, without protecting against the disclosure of confidential and privileged materials and S&L's handling and retention of those materials, compromised the integrity of the proceedings. The Court disqualified S&L and gave Plaintiffs 120 days to find replacement counsel or face dismissal of the case.[1]
S&L asserts that Plaintiffs have selected the law firm Cohen, Milstein, Hausfeld & Toll ("Cohen Milstein") and one of its members, Joseph Sellers, as their new counsel. Cohen Milstein has not decided whether it will represent Plaintiffs.[2] S&L asserts that its efforts to assist Plaintiffs in finding replacement counsel are being thwarted by the positions taken by Cargill with respect to the transfer of documents (such as filings, documents produced or generated during discovery, expert reports, deposition transcripts, etc.) to potential counsel. On September 28, 2004, Cargill's counsel wrote to S&L and stated that S&L could not disclose confidential Cargill information or documents, including work product, briefs, portions of briefs or attachments that are under seal pursuant to the July 14, 2003, Stipulation and Protective Order ("Protective Order"). (See Declaration of Charles E. Lundberg ("Lundberg Decl.") ¶ 2, Ex. D.) Cargill's counsel also informed S&L that it could not disclose "information and work product gained or created" by S&L after July 6, 2000, the date of the first contact between Douglas and S&L. (Id.)
For purposes of this motion, S&L asserts that it should be able to provide potential successor counsel the briefs and supporting documents filed by both parties in support of and in opposition to Plaintiffs' Motion for Class Certification and Cargill's Motion for Reconsideration of the Court's July 15, 2002, Order (the "class certification and liability period filings") and all orders entered by the Court (collectively, the "Specified Materials"), provided that potential counsel agree to be bound by the Protective Order. Without access to the Specified Materials, S&L contends that potential successor counsel will be unable to evaluate whether they wish to represent Plaintiffs. Moreover, S&L asserts that Cargill's position unfairly punishes the Plaintiffs, who were innocent of the wrongdoing that lead to the disqualification of S&L. Therefore, S&L moves the Court for an order: (1) amending the Protective Order to allow potential successor counsel to review certain documents; (2) stating that potential successor counsel can review critical pending motions, specifically the class certification and liability period filings, and all Court orders (the Specified Materials); and (3) allowing successor counsel to argue what, if anything, of Cargill's documents and S&L's additional work product should be turned over to it.
Cargill asserts that providing the Specified Materials to potential successor counsel may taint that counsel because the Specified Materials might contain work product that was influenced by privileged information wrongfully obtained by S&L from Douglas. Cargill also opposes S&L's proposed changes to the Protective Order and contends that potential successor counsel should not be allowed to review Cargill's confidential information under the Protective Order. The parties have been unable to reach an agreement on these issues.
Discussion
1. Standard of Review
The Court has "wide discretion in framing sanctions to remedy abuses, including attorney disqualification, the assessment of attorneys fees, monetary sanctions, and the dismissal of the action." Olson v. Snap Prods., Inc., 183 F.R.D. 539, 542 (D. Minn. 1998). Moreover, the Court has the power to modify the Protective Order, under the express reservation of rights in the Protective Order itself and through its inherent power. (See Declaration of Susan M. Coler ¶ 2, Ex. B. ("Protective Order"), at ¶ 15); In re Olsen, 861 F.2d 188, 189 (8th Cir. 1988).
A. Class Certification and Liability Period Filings and All Court Orders

S&L asserts that it should be allowed to provide the Specified Materials to Plaintiffs' potential successor counsel.[3] These documents include, for example, the parties' class certification and liability period briefs, expert reports, documents produced during discovery and deposition testimony. S&L asserts that barring Plaintiffs' potential successor counsel from the materials at issue would prevent that counsel from reviewing a significant portion of work performed by S&L and therefore hinder successor counsel's ability to determine whether or not to take the case. S&L asserts that such an outcome would unfairly punish the Plaintiffs. In addition, S&L contends that Cargill has not demonstrated that any of the Specified Materials have been tainted by S&L's contact with Douglas.
In order to address the parties' dispute, S&L suggests that the Court engage in a balancing test like the one used in First Wisconsin Mortg. Trust v. First Wis. Corp., 584 F.2d 201, 204 (7th Cir. 1978). In First Wisconsin, the Seventh Circuit Court of Appeals explained that in cases where attorneys have been disqualified to represent a client because of prior simultaneous representation of that client's adversary, the answer "is not a per se preclusion [of work product performed during the period of disqualification] but must be a flexible one" based on the facts and circumstances of the case. Id. at 202.
Cargill, on the other hand, asserts that S&L's disqualification was based on an improper intrusion into Cargill's privileges by S&L and, as a result, much of their work in this case has been tainted. Cargill asserts that there is a risk that confidential and privileged information has been used by S&L as early as S&L's first contact with Mr. Douglas on July 6, 2000, and that this risk will persist if successor counsel has access to tainted material. Cargill insists that it is not required to prove document-by-document which materials have been tainted and asserts that successor counsel should be barred from access to any potentially tainted work product.[4] Finally, Cargill argues that even if the Court were to engage in a balancing test, Cargill is the only party that will suffer harm.
Borrowing Cargill's breakdown of document categories, the Court finds that there is no reason to bar potential successor counsel from access to the deposition transcripts of plaintiffs, documents produced by Cargill, and Cargill's written discovery responses. These materials and information, which were either provided by Cargill or Plaintiffs themselves through testimony, cannot reasonably be found to have been tainted by S&L's improper contact with Douglas. Therefore, the Court finds that these materials, insofar as they are contained in or are part of the Specified Materials, can be provided to potential successor counsel subject to the provisions of the Protective Order as to be amended per this order. In addition, the Court finds no justification for prohibiting the transfer of the filings concerning the pending statute of limitations issue. The arguments made in the parties' briefs are almost entirely legal in nature and neither party has attached any factual materials as exhibits. It is not reasonable to presume that those filings are tainted.
The question of whether potential successor counsel can review the class certification briefs and supporting exhibits requires further analysis. The exhibits submitted with the class certification motions consist of expert reports (including those prepared by Cargill's experts), documents produced by the parties in this action, deposition transcripts, and summaries of the above information. All of these materials are part of the case record or have been exchanged between the parties.[5]
As an initial matter, the Court respectfully rejects the notion that S&L's successor counsel must be denied access to virtually everything that was generated after July 6, 2000, based on the theory that all such materials are presumably tainted by S&L's misconduct. Although there is no case squarely on point, the weight of authority leads the Court to conclude that the specified court filings and orders at issue here are not per se tainted simply because S&L was disqualified. See First Wisconsin, 584 F.2d at 207; see also Behunin v. Dow Chem. Co., 642 F. Supp. 870, 872 (D. Colo. 1986) (reasoning that the issue of work product turnover should be considered apart from the determination of disqualification). The Court agrees with the line of cases that have adopted a flexible case-by-case approach to determine whether to allow access to disqualified counsels' work product. See First Wisconsin, 584 F.2d at 207; see also Behunin, 642 F. Supp. at 872. Using such an approach here, the Court finds that after careful balancing, the facts and circumstances of this case weigh in favor of allowing potential successor counsel access to the materials at issue.

First, Cargill made no attempt to demonstrate that any of the specified materials are tainted or even reasonably likely to be tainted. Here, the Court disqualified S&L for ethical violations that tainted the proceedings and implicated the integrity of the judicial process.[6] The underlying ethical violations prompting disqualification involved S&L's mishandling of Cargill's confidential and privileged material. While S&L's conduct is relevant to the issue of the turnover of work product and other materials, it is not determinative. The Court's analysis on the motion before it is different from that used for disqualification and requires a higher showing by Cargill. The Court is mindful of Cargill's argument that the "best evidence" of the breach of Cargill's privileged materials disappeared when Douglas threw away the documents S&L returned to him; however, Cargill is in possession of at least some of those documents and has yet to present the Court with a single example of how any information improperly received from Douglas has been incorporated in any way into the Specified Materials at issue here. In addition, Cargill has not identified a single deposition question or statement in an expert report that it suspects was influenced by information improperly obtained from Douglas. Instead, Cargill asks the Court to presume that the vast body of materials generated after July 6, 2000, in this case are tainted.[7] The Court is unwilling to do so.
Cargill's reliance on EZ Paintr Corp. v. Padco, Inc., 1983 WL 423 (D. Minn. Nov, 9, 1983) (Murphy, J.), aff'd, 746 F.2d 1459, 1464 (Fed. Cir. 1984), does not persuade the Court otherwise. In EZ Paintr, the Federal Circuit Court of Appeals affirmed a ruling that limited the turnover of work product by a disqualified law firm. In EZ Paintr, there was evidence that two lawyers, who had previously been partners at a law firm that represented the opposing party in the same litigation, had acquired information about the merits of the opposing party's legal theories and other confidential information. See EZ Paintr, 1983 WL 423 at *3; 746 F.2d at 1461-62. There was also evidence that at the time the two lawyers worked for this law firm there were only seven attorneys and that it was common practice for the attorneys to discuss the merits of legal matters being handled by the individual attorneys. See EZ Paintr, 1983 WL 423 at *4; 746 F.2d at 1461. In addition, both the district and appellate courts in EZ Paintr considered the small proportion of work product involved. See EZ Paintr, 1983 WL 423 at *4; 746 F.2d at 1464.
S&L's contacts with Douglas, on the other hand, while sufficient to warrant disqualification, do not carry the same level of risk presented in the EZ Paintr case. Without minimizing the ethical violations that led this Court to disqualify S&L, for purposes of this motion, the Court is not convinced that Douglas possessed and imparted the type of contemporaneous legal information about the merits of this case or had the amount and type of contact with S&L's attorneys that would justify a blanket presumption that all S&L materials generated after its initial contact with Douglas are tainted.
Second, denying the materials that are subject to this motion to potential successor counsel would unfairly punish Plaintiffs. There is no evidence and there has been no allegation that Plaintiffs are responsible in any way for S&L's misconduct. Denying potential successor counsel access to the specified materials at issue here would greatly harm Plaintiffs. Not only would it jeopardize their chances of obtaining replacement counsel, it would destroy the work already performed and require successor counsel to effectively start over. In effect, Cargill seeks a result that would unfairly punish the Plaintiffs in return for no demonstrable benefit to Cargill, other than the advantage gained in imposing strategic and financial costs on Plaintiffs.
Thus, the Court finds that the harm that Plaintiffs would suffer by denying potential successor counsel access to the Specified Materials outweighs any risk to Cargill, particularly in light of the fact that Cargill has failed to demonstrate even a reasonable possibility that any information passed from Douglas to S&L has manifested itself in any of the materials at issue. Admittedly, the balance is a delicate one and it is certainly possible, as counsel for Cargill suggests, that the turnover of documents, including work product, creates some possibility that confidences or secrets that may reside with S&L may be used to the detriment of Cargill. While the Court acknowledges this possibility, the Court believes that the balancing test utilized by the Court is the only appropriate approach. The mere possibility that confidences or secrets will be used against Cargill does not outweigh the prejudicial effect of making the Specified Materials unavailable to Plaintiffs' prospective successor counsel. Therefore, the Court grants S&L's motion and holds that S&L can transfer class certification and liability period filings, along with all Court

orders issued in this case, to Plaintiffs' potential successor counsel; provided that potential replacement counsel agrees to be bound by the Protective Order, as amended.
The Court disagrees with Cargill's suggestion that an order allowing S&L to turn over the Specified Materials would defeat the disqualification order. S&L's sanction in this case was disqualification. Moreover, disqualification was necessary to preserve "the public trust in both the scrupulous administration of justice and in the integrity of the bar." (Order at 27.) Even though Cargill was likely prejudiced by S&L's ethical violations, the primary justification for disqualification was the vindication of the integrity of the bar and the Court. Indeed, in the Disqualification Order, the Court noted that the extent of the privilege breach by S&L was unknown and that the risk that S&L might use improperly obtained information against Cargill justified disqualification. The Court is satisfied at least with respect to the limited documents at issue here, that disqualification substantially reduced the possibility of the misuse of such information.
Counsel for Cargill has suggested that any balancing of harms will result in prejudice to Cargill. Counsel for Cargill is appropriately concerned about this issue, as is the Court. S&L and any successor lawyer and law firm remain under a clear ethical duty not to use any information, be it work product or not, that is the derivative of improperly obtained confidential or privileged information. The Court has no intention of permitting the spread of any taint and underscores the fact that there are safeguards available to protect Cargill, including for example, in limine motions, a meaningful pretrial, and close scrutiny by this Court of all materials and evidentiary matter submitted. In addition, Cargill remains free to challenge the use or disclosure of specific documents or categories of documents it believes to be tainted, but it must be prepared to offer some support to that effect. Being mindful of Cargill's concerns and to further reduce any potential risk to Cargill, the Court also holds that S&L shall be prohibited from communicating with new successor counsel about the merits of this case, except to discuss the logistics of transferring the class certification and liability period filings to new counsel or until further order of the Court.
B. Modification of the Protective Order
S&L also moves the Court for an order modifying the Protective Order to accommodate the transition of this case to potential successor counsel. First, S&L requests that the Court add new subparagraphs to paragraphs 6 and 7 of the Protective Order, which identify the persons to whom "confidential" and "attorneys' eyes only" information and documents may be disclosed or made available, to include potential replacement counsel. The new subparagraphs would read as follows:
Counsel who have agreed to be considered by plaintiffs as replacement counsel after the disqualification of Sprenger & Lang on the conditions that (a) each firm to whom the disclosure is made acknowledges that it is bound by this Stipulation and Order by signing a copy of Exhibit B, (b) a copy of Exhibit B has been provided to counsel for Cargill, and (c) Sprenger & Lang prepares and maintains a list of all "confidential" and "attorneys' eyes only" information and documents that it provides to such potential replacement counsel and such list shall be sent to counsel for Cargill as to each firm not selected as replacement counsel or co-counsel within five days after that firm is eliminated as a potential replacement counsel or co-counsel.
Second, S&L requests that Exhibit B of the Protective Order should be substantially identical to Exhibit A, the agreement to be signed by persons noticed for deposition, persons designated as trial witnesses, and outside consultants or experts. In addition, S&L suggests that an additional paragraph be added to Exhibit B as follows:
I agree that if [Name of Firm] does not become counsel or co-counsel of record for plaintiffs in this action, it shall return to counsel for Cargill all documents provided to [Name of Firm] by Sprenger & Lang with respect to the action within the earlier of (a) ten days after [Name of Firm] withdraws from consideration as replacement counsel or (b) by February 1, 2005 unless [Name of Firm] has been selected as counsel or cocounsel for plaintiffs in this action.

Cargill asserts that the Protective Order should remain as it is, and accordingly, because S&L is no longer a "qualified person" under the Protective Order, it should no longer retain custody of any of Cargill's confidential documents. Cargill also asserts that Plaintiffs' potential successor counsel are not, and should not be, "qualified persons." Cargill contends that the lawyers identified by S&L in its opening brief, including Cohen Milstein, should not have access to the confidential material Cargill produced or filed under seal, and it suggests that S&L has "close ties" with some of these lawyers. Cargill asserts that the fact that certain of the firms have been adverse to Cargill in previous cases is further reason that these firms should not be allowed access to Cargill's confidential information.[8] Moreover, Cargill maintains that access to these documents by another firm will taint that firm.
The Court sees no reason why the Protective Order should not be modified to allow potential successor counsel to review "confidential" and "attorneys' eyes only" information and documents as contained in the Specified Materials. The Court believes that the changes proposed by S&L will adequately protect Cargill against improper disclosure or use of the confidential documents S&L has specified. Moreover, the Court finds no reason that S&L should not be allowed to retain custody of Cargill's documents until successor counsel is retained and the documents are transferred. As discussed above, there is little chance that the documents Cargill produced during discovery pursuant to the Protective Order contain any tainted information. In addition, the Court anticipates that once replacement counsel is retained, there will be further motions to determine what, if any, other documents or work product can be turned over. Until then, S&L can retain custody of its files in this matter.
Conclusion
Based on the files, records, and proceedings herein, and for the reasons set forth above, IT IS HEREBY ORDERED that:
1. Sprenger & Lang's Motion for Directions from the Court for the Implementation of the September 24, 2004 Order and to Amend the Protective Order (Doc. No. 384) is GRANTED as follows:
a. Sprenger & Lang, PLLC is authorized to retain Plaintiffs' legal file, including the firm's "work product" until further order of the Court. In addition, Sprenger & Lang, PLLC is hereby authorized to provide potential replacement counsel the parties' complete briefing for Plaintiffs' Motion for Class Certification and Cargill's Motion for Reconsideration of the Court's July 15, 2002 Order, including all supporting documents, and all orders entered by the Court; provided, however, that potential counsel agree to be bound by the Protective Order, as amended below.
b. Paragraph 6 of the Protective Order is hereby amended to include the following language:
(h) Counsel who have agreed to be considered by plaintiffs as replacement counsel after the disqualification of Sprenger & Lang on the conditions that: (a) each firm to whom the disclosure is made acknowledges that it is bound by this Stipulation and Order by signing a copy of Exhibit B; (b) a copy of Exhibit B has been provided to counsel for Cargill; and (c) Sprenger & Lang prepares and maintains a list of all "confidential" and "attorneys' eyes only" information and documents that it provides to such potential replacement counsel and such list shall be sent to counsel for Cargill as to each firm not selected as replacement counsel or co-counsel within five days after that firm is eliminated as a potential replacement counsel or co-counsel.
c. Paragraph 7 of the Protective Order is hereby amended to include the following language:
(f) Counsel who have agreed to be considered by plaintiffs as replacement counsel after the disqualification of Sprenger & Lang on the conditions that: (a) each firm to whom the disclosure is made acknowledges that it is bound by this Stipulation and Order by signing a copy of Exhibit B; (b) a copy of Exhibit B has been provided to counsel for Cargill; and (c) Sprenger & Lang prepares and maintains a list of all "confidential" and "attorneys' eyes only" information and documents that it provides to such potential replacement counsel and such list shall be sent to counsel for Cargill as to each firm not selected as

replacement counsel or co-counsel within five days after that firm is eliminated as a potential replacement counsel or co-counsel. d. The Protective Order is hereby amended to include a new Exhibit B, which will be identical to Exhibit A, except that Exhibit B shall contain the following additional paragraph: I agree that if [Name of Firm] does not become counsel or co-counsel of record for plaintiffs in this action, it shall return to counsel for Cargill all documents provided to [Name of Firm] by Sprenger & Lang with respect to the action within the earlier of (a) ten days after [Name of Firm] withdraws from consideration as replacement counsel or (b) by February 1, 2005 unless [Name of Firm] has been selected as counsel or co-counsel for plaintiffs in this action.
[1] Because S&L has been disqualified and Plaintiffs are not presently represented by counsel, the law firm of Bassford Remele P.A., which has been retained to represent S&L, brought this motion on behalf of S&L as an interested party.
[2] If Cohen Milstein does not agree to represent Plaintiffs in this action, S&L contends that at least two other firms are interested in representing Plaintiffs.
[3] In addition to the Court orders, the Specific Materials that are the subject of this motion are listed in Exhibit A to the Reply Declaration of Michael Lieder. S&L concedes that whether additional documents or work product not listed in Exhibit A should be turned over to replacement counsel will appropriately be addressed after replacement counsel is retained.
[4] At the hearing on this motion, counsel for Cargill suggested that different general categories of information present different levels of risk of being "tainted." In order of increasing risk, these categories are: (1) depositions of plaintiffs; (2) documents produced by Cargill; (3) written discovery responses from Cargill; (4) depositions of Cargill witnesses; and (5) S&L materials created after July 6, 2000 (work product, motion papers, pleadings, and expert reports).
[5] It bears repeating that the Court is not considering the transfer of any other S&L work product, disclosed or undisclosed, at this time.
[6] While the Court certainly has oversight responsibility to watch for the possibility of prejudice and will continue to do so, a specific showing of prejudice or taint was not a predicate to the Court's decision to disqualify S&L.
[7] Such a presumption would be particularly inappropriate for certain categories of documents, such as Cargill's own expert reports or legal briefs, that cannot reasonably be said to have been influenced by tainted information.
[8] Cargill also suggests that because certain firms may have been disqualified from representing parties in past cases, it would be unwise to consider them as "qualified persons" under the Protective Order. The Court declines to consider any firm's past disqualification as relevant to the present motion. Any sweeping assumptions as to a firm's fitness to represent Plaintiffs (and therefore to have access Cargill's confidential information) based on past activities of the firm's members are inappropriate.

 
 Case 0:01-cv-02086-DWF-AJB Document 552 Filed 07/10/07 Page 1 of 2

UNITED STATES DISTRICT COURT DISTRICT OF MINNESOTA

RODERICK ARNOLD, et al., on behalf of themselves and all others similarly situated,

Civil No. 01-2086 (DWF/AJB)

Plaintiffs,

ORDER FOR DISMISSAL WITH

v.

PREJUDICE OF PLAINTIFFS’ CLAIMS

CARGILL, INCORPORATED,

Defendant.

This matter came on for a final settlement conference before the Honorable Magistrate Judge Arthur J. Boylan on June 25, 2007. The claims of all of the Named Plaintiffs have been settled and/or otherwise voluntarily dismissed to the mutual satisfaction of the parties and the matters of attorneys’ fees and costs have been resolved with respect to the law firms of Cohen Millstein Hausfeld & Toll, PLLC; Nichols Kaster & Anderson, PLLP; and Heins Mills & Olson, PLC.
It is further ordered that Cohen Millstein Hausfeld & Toll, PLLC and Nichols Kaster & Anderson, PLLP, attorneys for Plaintiffs, shall notify the law firm of Sprenger & Lang, PLLC, of this order by serving a copy of it upon them via certified mail within 3 days from the date of entry of the same.
The Parties and their respective counsel, both present and past, are hereby notified that the above-referenced action will be DISMISSED, WITH PREJUDICE, in its entirety, 30 days from the date of entry of this Order.

Case 0:01-cv-02086-DWF-AJB Document 552 Filed 07/10/07 Page 2 of 2

SO ORDERED. Dated: July 10, 2007

s/Donovan W. Frank DONOVAN W. FRANK Judge of United States District Court

2

 
 (2007)
Roderick Arnold; Nii-Akwei Acquaye; Sean Allen; Hollis Branham; Toya Brown; Dawn Collins; Louis Darden; Virginia Douglas; Ronald Garrus; Margo Harvey, Cheneta Hugley; Jacqueline Jenkins; Keith Lewis; Valerie Mason-Robinson; Michael Mitchell; Phyllis Reece; Tonya Ross; Charles
Scott; Clintonia Simmons; Tausha Tate; Emily Tyler; Jacqueline Williams; Cheryl Willis; and Sean Wright, on behalf of themselves and all others similarly situated; and Janice Lintz as Personal Representative of
the estate of Della Y. Dickson, deceased, Plaintiffs, v.
Cargill Incorporated, Defendant.
Civil No. 01-2086 (DWF/AJB).
United States District Court, D. Minnesota.
December 4, 2007.
David E. Schlesinger, Esq., and James H. Kaster, Esq., Nichols Kaster & Anderson, PLLP; Samuel D. Heins, Esq., and Barbara J. Felt, Esq., Heins Mills & Olson, PLC; and Joseph M. Sellers, Esq., Llezlie Green, Esq., and Christine E. Webber, Esq., Cohen Milstein Hausfeld & Toll, PLLC-DC, counsel for Plaintiffs.
Holly S.A. Eng, Esq., Mark J. Ginder, Esq., Melissa Raphan, Esq., Michael Iwan, Esq., Paul B. Klaas, Esq., Ryan E. Mick, Esq., Shari L. Jerde, Esq., Emily L. Fitzgerald, Esq., and Heather C. Toft, Esq., Dorsey & Whitney-Mpls, counsel for Defendant. Peter N. Thompson, Esq., Hamline University School of Law, Special Master.
MEMORANDUM OPINION AND ORDER
DONOVAN W. FRANK, District Judge.
INTRODUCTION
This matter came before the Court pursuant to an Amended Motion for an Award of Attorneys' Fees and Reimbursement of Expenses brought by Plaintiffs' former counsel, Sprenger & Lang, PLLC ("S&L"), and a Motion for Attorneys' Fees and Related Expenses Incurred as a Result of Former Class Counsel S&L's Conduct brought by Cargill, Inc. For the reasons set forth below, the Court denies both motions.
BACKGROUND
S&L began investigating the possibility of litigating a race discrimination lawsuit on behalf of Plaintiffs during the summer of 2000. Plaintiffs, with S&L as its counsel, brought this action in November 2001, alleging race discrimination in violation of 42 U.S.C. § 1981. In a Memorandum Opinion and Order dated September 24, 2004 ("September 24 Order"), the Court disqualified S&L in this case for the violation of

several ethical duties stemming primarily from its interactions with a former high-level human resources employee of Cargill, Bill Douglas, and its mishandling of Cargill's privileged and confidential information.
Prior to being disqualified, S&L filed a motion for class certification and the hearing was noticed for October 1, 2004. The motion hearing was rescheduled, giving Plaintiffs an opportunity to find successor counsel and for successor counsel to familiarize itself with the case. Plaintiffs retained Cohen, Milstein, Hausfeld & Toll; Nichols Kaster & Anderson, PLLP; and Heins Mills & Olson, PLC (collectively, "successor counsel"). In a Memorandum Opinion and Order dated June 20, 2006, the Court denied Plaintiffs' motion for class certification. Eventually, the remaining Plaintiffs either dropped their claims against, or reached individual settlements with, Cargill. By Order dated July 10, 2007, the Court explained that the claims of all of the named Plaintiffs had been settled and/or otherwise voluntarily dismissed and that the matters of fees and costs had been resolved with respect to successor counsel. The Court further notified the parties and counsel that the action would be dismissed with prejudice thirty days from the date of entry of the Order.
DISCUSSION
I. S&L's Motion
Here, S&L moves for an award of attorney fees in the amount of $862,025.55 and reimbursement of expenses in the amount of $283,630.76 for services rendered prior to its disqualification as counsel for Plaintiffs. Prior to being disqualified, S&L's work included case investigation, preparation of the complaint, motion practice, written discovery, non-expert depositions, factual analyses, expert discovery, communication with current and former Cargill employees, and creation and maintenance of a website.[1] Cargill opposes S&L's motion, arguing that S&L's ethical breaches eliminate any right it may have had to payment of fees by Cargill. Cargill further argues that even if S&L's fee petition were not barred by its unethical conduct, its request for fees is unreasonable.
"In any action or proceeding to enforce a provision of section[] 1981 . . ., the court, in its discretion, may allow the prevailing party, other than the United States, a reasonable attorney's fee as part of the costs . . . ." 42 U.S.C. § 1988(b). "[T]he prevailing party `should ordinarily recover an attorney's fee unless special circumstances would render an award unjust.'" Blanchard v. Bergeron, 489 U.S. 87, 89 n.1 (1989) (quoting Newman v. Piggie Park Enters., Inc., 390 U.S. 400, 402 (1968) and Hensley v. Eckerhart, 461 U.S. 424, 429 (1983)). In addition, "[i]t is well recognized that a federal district court has the inherent authority and responsibility to regulate and supervise the bar practicing before it." Esser v. A. H. Robins Co., Inc., 537 F. Supp. 197, 200 (D. Minn. 1982); see also Harlan v. Lewis, 982 F.2d 1255, 1259-60 (8th Cir. 1993) "[T]he district court has within its inherent, discretionary authority to regulate the bar the authority to deny fees to any attorney who is guilty of unethical conduct." Esser, 537 F. Supp. at 200.[2]
The Court disqualified S&L after determining that it had engaged in unethical conduct. The Court will not restate in detail the facts that led to S&L's disqualification. Those facts are fully laid out in the September 24 Order. To summarize, S&L violated several rules of professional conduct by making false representations to Douglas regarding his ability to participate in the lawsuit, violating Cargill's confidentiality rights, and intruding on privileged matters through its discussions and exchange of information with Douglas. (September 24 Order at 12-19.) Of particular concern to the Court at the time it considered Cargill's disqualification motion was the fact that S&L copied and retained for roughly 18 months privileged and confidential documents that it had sought and received from Douglas. The Court discussed the troubling circumstances surrounding S&L's mishandling of these documents. (September 24 Order at 19-21.) As noted in the September 24 Order, "S&L's solicitation of information from Douglas without protecting against the disclosure of confidential and privileged materials, decision to conduct its own privilege review of Cargill's documents marked confidential and privileged, and retention of Cargill's documents for nearly a year and a half compromise the integrity of these proceedings." (September 24 Order at 25-26.)

The Court was also concerned with S&L's representations with respect to the "case clerk" who it claimed defied instructions not to copy the privileged and confidential documents. In opposing Cargill's motion for disqualification in 2004, S&L represented to the Court that it was unable to identify this "case clerk." At the time, the Court rejected the notion that S&L could not identify the "case clerk" and explained that "[t]he conspicuous absence of the testimony of this key individual only adds to the questionable circumstances surrounding S&L's handling of the documents." (September 24 Order, p. 20.) Now, roughly three years later, S&L has revealed the identity of the "case clerk." The Court is troubled by this late-coming revelation.
The Court concludes that the nature and extent of S&L's conduct rises to the level of an egregious ethical lapse. Without question, it damaged the integrity of the judicial process and amounts to a failure by S&L to maintain the integrity of the legal profession. The Court therefore concludes that S&L's unethical conduct bars any recovery of fees or expenses for the services it rendered to Plaintiffs prior to its disqualification. To conclude otherwise and allow S&L to recover its fees would "make a mockery of the ethical standards that have been violated and further impair the integrity of and the public confidence in the legal system." Esser, 537 F. Supp. at 203.
Even if the Court were to conclude that S&L could recover fees and expenses despite its ethical breaches, S&L's fee petition would be denied. An award of attorneys' fees must be limited to work that was necessary to and/or advanced the resolution of a prevailing party's claims. See, e.g., Hensley, 461 U.S. at 435 (explaining that work must be expended in pursuit of the ultimate result achieved); Gravely v. City of Philadelphia, Civ. No. A 90-3620, 1998 WL 476196, *8 (E.D. Pa. August 12, 1998). Indeed, S&L claims to seek recovery "only for its work and expenses that advanced the individual claims of the Plaintiffs." (Mem. in Supp. of S&L's Am. Mot. for Award of Atty's Fees and Reimbursement of Expenses at 1-2.) Here, however, there has been no serious attempt by S&L to demonstrate a nexus between the work performed by S&L and the ultimate resolution of the Plaintiffs' individual claims.[3] Without such a showing, S&L cannot recover fees.
II. Cargill's Motion
Cargill also moves for attorneys' fees and related expenses incurred as a result of S&L's conduct. In particular, Cargill seeks to recover attorneys' fees and costs totaling $441,312.80 that it contends it incurred unnecessarily as a result S&L's unethical conduct. These fees and costs are related to Cargill's efforts to discover the facts regarding S&L's conduct; to research, brief, and argue the disqualification motion; and to transition representation of Plaintiffs to successor counsel. Cargill requests that the Court award these fees and expenses pursuant to its authority under 28 U.S.C. § 1927, the common law, and its equitable powers and inherent authority to regulate the proceedings and those who appear before it. S&L opposes Cargill's motion, arguing that the Court already rejected a monetary sanction against S&L in its September 24 Order, that Cargill's motion is untimely, and that Cargill's motion lacks merit.
Section 1927 provides:
Any attorney or other person admitted to conduct cases in any court of the United States or any Territory thereof who so multiplies the proceedings in any case unreasonably and vexatiously may be required by the court to satisfy personally the excess costs, expenses, and attorneys' fees reasonably incurred because of such conduct.
28 U.S.C. § 1927. The Eighth Circuit Court of Appeals has held that sanctions may be imposed under § 1927 "'when attorney conduct, viewed objectively, manifests either intentional or reckless disregard of attorney's duties to the court.'" Lee v. First Lenders Ins. Servs., Inc., 236 F.3d 443, 445 (8th Cir. 2001) (quoting Lee v. L.B. Sales, Inc., 177 F.3d 714, 719 (8th Cir. 1999)). If the attorney conducts the litigation in such a way that unnecessarily and vexatiously escalates costs, sanctions may be imposed under § 1927. Lupo v. R. Rowland and Co., 857 F.2d 482, 486 (8th Cir. 1988). In addition, the Court has the

inherent authority to impose costs and fees for certain conduct. Chambers v. NASCO, Inc., 501 U.S. 32, 44-45 (1991).
The parties disagree on the reach of the Court's authority to sanction S&L. For example, S&L argues that § 1927 only applies to the conduct of individual attorneys and not law firms and that § 1927 does not apply to conduct prior to the filing of the Complaint. There is no dispute, however, that the imposition of fees under both § 1927 and the Court's inherent authority is within the Court's sound discretion. First Lenders, 236 F.3d at 445; Dillon v. Nissan Motor Co., Ltd., 986 F.2d 263, 267 (8th Cir. 1993).
Without reaching the merits of the parties' disagreement over the reach of the Court's authority under § 1927, the Court in its discretion declines to award the fees requested by Cargill. First, recognizing the obvious severity of S&L's ethical breaches, the Court determines that, with the possible exception of its representations regarding the "case clerk," S&L's litigation decisions and strategy with respect to Cargill's efforts to disqualify S&L were not themselves unreasonable or vexatious. Second, while Cargill's request for an award of fees is a reasonable one, in light of the Court's denial of S&L's motion for fees and costs above, the result here is to similarly deny Cargill's request.[4]
Finally, the Court notes that Cargills' motion did not include a formal request for or any documentation of its fees and costs incurred in opposing S&L's present motion for attorneys' fees and expenses.[5] The Court would be inclined to grant such a motion should Cargill choose to seek those fees and expenses. It is, in many ways, unfortunate for S&L that this chapter has been reopened and placed yet again in the public's eye and before this Court. However, the time has long since passed to bring finality to this matter to serve the best interests of all parties, including S&L. Whether this chapter and this case will be closed is now in the hands of each party, given the Court's decision. (Footnote Continued From Previous Page) point of view, this approach would have been reasonable, but the Court understands why Cargill chose to bring its current motion.
CONCLUSION
Accordingly, IT IS HEREBY ORDERED THAT:
1. S&L's Amended Motion for an Award of Attorneys' Fees and Reimbursement of Expenses (Doc. No. 558) is DENIED.
2. Cargill's Motion for Attorneys' Fees and Related Expenses Incurred as a Result of Former Class Counsel S&L's Conduct (Doc. No. 562) is DENIED.
[1] S&L contends that the amount it is seeking is heavily discounted to account for both the fact that it was disqualified and that the Court declined to certify the proposed class.
[2] S&L argues that a scaled forfeiture of fees is appropriate. However, the cases relied on for this proposition are distinguishable because they address the issue of fee forfeiture when an attorney breaches a duty to a client. See, e.g., Rice v. Perl, 320 N.W.2d 407 (Minn. 1982); Perl v. St. Paul Fire and Marine Ins. Co., 345 N.W.2d 209 (Minn. 1984); Gilchrist v. Perl, 387 N.W.2d 412 (Minn. 1986). Here, Cargill was not S&L's client and S&L's conduct impinged on Cargill's privileged and confidential information. Moreover, even in cases involving an attorney's breach of fiduciary duty to a client, courts have held that total fee forfeiture is appropriate in certain cases. See, e.g., Prince v. Sirote & Permutt, P.C., 40 F.3d 356, 361 (11th Cir. 1994) (vacating and remanding the district court's affirmance of the bankruptcy court's award of fees where attorney had conflict of interest; explaining that case required complete denial of fees).
[3] At the hearing on the present motions, counsel for S&L acknowledged that it never requested to talk to successor counsel to determine to what extent, if any, successor counsel used S&L's work.
[4] At the hearing on the present motions, counsel for Cargill represented that, presumably in the interest of bringing the matter to a close, Cargill would have foregone its right to recover fees had S&L not sought attorney fees from Cargill. From the Court's (Footnote Continued on Next Page)

[5] Cargill requests a total of $441,312.80. The motion seeks $222,142,57 in costs and fees regarding Cargill's discovery of the facts underlying its subsequent disqualification; $142,275.11 in fees and costs regarding Cargill's researching, briefing, and arguing of disqualification issues; and $76,895.12 in total fees and costs regarding the transition from S&L to successor counsel and other postdisqualification issues. As to the final category, the date of the final billing entry is March 9, 2006.

 
 Arnold v. Cargill, Inc., Not Reported in F.Supp.2d (2002)

2002 WL 1576141 United States District Court, D. Minnesota.
Roderick ARNOLD, Nii–Akwei Acquaye, Sean Allen, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Ronald Garrus, Margo Harvey, Cheneta Hughey, Jacqueline Jenkins, Keith Lewis, Valerie Mason–Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright, on behalf of themselves
and all others similarly situated, Plaintiffs, v.
CARGILL INC., Defendant.
No. Civ.012086(DWF/AJB). | July 15, 2002.
African-American employees and former employees brought putative class action against employer and individual executives, alleging race discrimination in promotions, compensation and terminations, and asserting both §1981 disparate treatment claim and disparate impact claim based on Minnesota Human Rights Act (MHRA). Employer moved to partially dismiss and for partial summary judgment. The District Court, Frank, J., held that: (1) MHRA could not be applied extraterritorially; (2) employees were not entitled to discovery to attempt to bring certain named plaintiffs within statute of limitations; (3) six-year statute of limitations applied uniformly, including to out-of-state class representatives; (4) release signed by named plaintiff was effective; and (5) fact issues existed as to two named plaintiffs.
Motions granted in part and denied in part.
Attorneys and Law Firms
Michael D. Lieder, and Steven M. Sprenger, Sprenger & Lang, Washington, DC, and Paul C. Sprenger, Sarah L. Madsen, Lawrence P. Schaefer, Teresa K. Patton, Susan M. Coler, and Lisa C. Stratton, Sprenger & Lang, Minneapolis, Minnesota, on behalf of Plaintiffs.
Janice M. Symchych, Melissa Raphan, Mark J. Ginder, Holly S.A. Eng, and Matthew E. Klein, Dorsey & Whitney, Minneapolis, Minnesota, on behalf of Defendant.
Opinion

FRANK, J.

MEMORANDUM OPINION AND ORDER

Introduction
*1 The above-entitled matter came on for hearing before the undersigned United States District Judge on April 12, 2002, pursuant to Defendant’s Partial Motions to Dismiss, for Summary Judgment, and to Strike. By their Complaint, Plaintiffs, who are all current or former African–American employees of Defendant Cargill, Inc. (“Cargill”), allege discrimination on the basis of race, resulting in violations of 42 U.S.C. § 1981 (disparate treatment) and the Minnesota Human Rights Act (“MHRA”), Minn.Stat. § 363.03, subd. 11 (disparate impact). For the reasons outlined below, the Court grants in part and denies in part Defendant’s Motion to Dismiss, grants in part and denies in part Defendant’s Motion for Summary Judgment, and denies Defendant’s Motion to Strike.

1

Arnold v. Cargill, Inc., Not Reported in F.Supp.2d (2002)
Background
Defendant Cargill is a large, privately held corporation with diverse business operations located throughout the world. Cargill’s subsidiaries and affiliates include entities involved in the marketing, processing, and distribution of agricultural, food, financial, and industrial products and services. Plaintiffs are a putative class of African–American past and present managerial and professional salaried employees of various Cargill subsidiaries. By their Complaint, Plaintiffs allege that Cargill discriminated against them by way of advancement, compensation, and termination practices. Specifically, Plaintiffs allege a claim of disparate treatment under 42 U.S.C. § 1981 and a claim of disparate impact under the Minnesota Human Rights Act, Minn.Stat. § 363.01, et seq (“MHRA”).
Plaintiffs contend that all of Cargill’s subsidiaries and affiliates are subject to Cargill management and control. Plaintiffs’ allegations relate primarily to the company-wide systems purportedly implemented to standardize advancement and compensation procedure. Such systems include the “Key Employee Identification System,” the “Selection Grid Process,” the “Performance Management Process,” and “Management by Objectives.” Plaintiffs contend that the systems at issue are “designed and implemented to favor employees who ‘look and talk’ like Cargill’s white executives.” In addition, Plaintiffs contend that Cargill management “has allowed to flourish an atmosphere and culture of hostility toward providing equal employment opportunities for African–Americans within the company.” As a result, Plaintiffs allege that there is a “glass ceiling” for African–American salaried employees of Cargill.
In addition to general allegations of discrimination as to all members of the putative class, Plaintiffs make additional allegations specific to each of the 25 individual named Plaintiffs. To the extent necessary, the Court will outline the relevant background of individual Plaintiffs in the Court’s discussion below. By not addressing or addressing only to a certain extent the factual background of a particular named Plaintiff, the Court intends to make no statement or finding as to its validity, but only as to its relevance to the current motions before the Court.
*2 By the three motions currently before the Court, Defendant seeks to “rightsize” the Complaint, contending that, at most, only five of the named Plaintiffs can rightly pursue a disparate impact claim, that the disparate treatment claim of 14 of the named Plaintiffs is time-barred, and that summary judgment is otherwise properly issued against several of the named Plaintiffs. In addition, Defendant seeks to strike certain statements from Plaintiffs’ complaint, contending that they are “immaterial, impertinent, and scandalous.”
Discussion
I. Motion to Dismiss
A. Standard of Review In deciding a motion to dismiss, the Court must assume all facts in the Complaint to be true and construe all reasonable inferences from those facts in the light most favorable to the complainant. Morton v. Becker, 793 F.2d 185, 187 (8th Cir.1986). The Court grants a motion to dismiss only if it is clear beyond any doubt that no relief could be granted under any set of facts consistent with the allegations in the Complaint. Id. The Court may grant a motion to dismiss on the basis of a dispositive issue of law. Neitzke v. Williams, 490 U.S. 319, 326, 109 S.Ct. 1827, 104 L.Ed.2d 338 (1989). The Court need not resolve all questions of law in a manner which favors the complainant; rather, the Court may dismiss a claim founded upon a legal theory which is “close but ultimately unavailing.” Id. at 327.
1. Issues
a. Claim of Disparate Impact Under the MHRA Defendant seeks to dismiss, in part, Plaintiffs’ complaint of disparate impact under the MHRA, contending that the Act does not apply to Cargill employees who do not work or reside in Minnesota. Defendant further contends that, even to the extent that the MHRA applies to certain Plaintiffs, their Complaint should be dismissed because their claim is time-barred. Plaintiffs oppose Defendant’s motion, maintaining that the MHRA has extraterritorial application, particularly when the disparate impact claim is based on the alleged effect of company-wide policies emanating from corporate headquarters located in Minnesota. Plaintiffs further maintain that it is premature to dismiss Plaintiffs’ MHRA claim on the statute of limitations
2

Arnold v. Cargill, Inc., Not Reported in F.Supp.2d (2002)
because further discovery will likely avail the Plaintiffs of certain tolling doctrines, such as waiver, estoppel, and equitable tolling. Based on the analysis outlined below, the Court concludes that the MHRA does not provide for extraterritorial application in this case. In addition, the Court concludes that the claims of certain named plaintiffs are time-barred under the MHRA.
i. MHRA Extraterritorial Application [1] In general, there is a presumption against the extra-territorial application of a state’s statutes. See, e.g., In re Pratt, 219 Minn. 414, 18 N.W.2d 147, 153 (Minn.1945); In re St. Paul & K.C. Grain Co., 89 Minn. 98, 94 N.W. 218, 225 (Minn.1903). While protecting against the potential conflict of law that could arise if one state’s statute were to be applied to persons within the borders of another state, such a presumption also serves “to avoid running afoul of the Commerce Clause of the United States Constitution.” Union Underwear Co., Inc. v. Barnhart, 50 S.W.3d 188, 193 (Ky.2001) (holding that Kentucky Civil Rights Act does not apply extraterritorially and noting Commerce Clause concerns if it were to do so). See also, Campbell v. Arco Marine, Inc., 42 Cal.App.4th 1850, 50 Cal.Rptr.2d 626, 632 (Cal.Ct.App.1996) (holding no extraterritorial application of California Fair Employment Housing Act and citing Commerce Clause concerns). Indeed, the Minnesota legislature has overcome this presumption in the Worker’s Compensation Act by specifically providing for its extraterritorial application. See Minn.Stat. § 176.041, subd. 2 (providing extraterritorial application for Minnesota employees who regularly perform duties in state but are injured out of state while working for same employer). The MHRA contains no such specific provision extending the application of the statute to persons outside the borders of the state.
*3 To the contrary, however, the MHRA does contain explicit language indicating its intended application to the state of Minnesota and the persons within its borders. The “Declaration of Policy” of the MHRA states in relevant part that:
It is the public policy of this state to secure for persons in this state, freedom from discrimination;
(1) In employment because of race, color, creed, religion, national origin, sex, marital status, disability, status in regard to public assistance and age;
Minn.Stat. § 363.12, subd. 1 (emphasis added). The provision goes on to declare similar policy with respect to other areas in which the MHRA intends for “persons of this state” to be free from discrimination, i.e., housing and real property, public accommodations, public services, and education.
To the extent that the employment provisions of the MHRA use the terms “person” and “employee,” the Court does not conclude that the intention of the legislature has been modified in any way. See Minn.Stat. § 363.03, subd. 1. Rather, the use of the two terms correlates with the extension of the protections to individuals throughout the entire employment relationship, from hiring through termination. Because the protections extend to the hiring process, to refer to those not yet hired as employees would be obviously inaccurate. However, within the very definition of the term “employee,” the legislature made it a point to reinforce the requisite connection with the state of Minnesota by stating: “An employee means an individual who is employed by an employer and who resides or works in this state.” Minn.Stat. § 363.01, subd. 16 (emphasis added). Moreover, the requisite nexus with the state of Minnesota is further implied because a “person” protected under the employment provisions of the Act is attempting to become an “employee” under the Act, a classification with an explicit Minnesota nexus. If the Court were to read the statute as Plaintiffs argue, then the specific provisions and use of the term “employee” would have no meaning.
Plaintiffs direct the Court to two decisions as support for their contention that the MHRA should apply to all Plaintiffs in this case. The Court is not persuaded. In Maness v. Star–Kist Foods, Inc., 1992 WL 541251 (D.Minn. Sept.11, 1992), and Counters v. Farmland Industries, Inc., 1988 WL 134800 (Minn.Ct.App. Dec.20, 1988), the respective courts found the MHRA to apply; however, both courts engaged in a due process analysis, finding sufficient contacts with the state of Minnesota. In Maness, while the plaintiff was not a Minnesota employee at the time of suit, the alleged discrimination related to plaintiff’s previous employment in Minnesota and his involvement with a Minnesota co-worker’s lawsuit in Minnesota. In Counters, the plaintiff challenged his termination which occurred just after his transfer from Minnesota to North Dakota. The transfer negotiations occurred in Minnesota, and the employer’s reason for termination was that the employee failed to convince his family to move with him from Minnesota.
*4 Even if the Court were to find either or both of these decisions to be instructive as to whether the MHRA provides for extraterritorial application, the Court does not find, under a due process analysis, sufficient contacts with the state of Minnesota with respect to the individual named Plaintiffs who neither lived nor worked in Minnesota. The fact that Cargill
3

Arnold v. Cargill, Inc., Not Reported in F.Supp.2d (2002)
headquarters are located in and the contested company-wide policies emanated from Minnesota is insufficient to justify extraterritorial application, particularly when there is no evidence before the Court that Cargill could not otherwise be held accountable in the courts of other states where the named plaintiffs reside and/or work. See, e.g., Union Underwear Co., Inc., 50 S.W.3d at 192–93 (rejecting location of employer’s corporate headquarters as basis for extraterritorial application of state statute); Campbell, 50 Cal.Rptr.2d at 632 (same); Iwankow v. Mobil Corp., 150 A.D.2d 272, 541 N.Y.S.2d 428 (N.Y.App.Div.1989) (holding no extraterritorial application for New York Human Rights Law and rejecting location of corporate headquarters as basis for jurisdiction). Accordingly, the Court shall dismiss the MHRA claims of those Plaintiffs who have neither lived nor worked in Minnesota, finding that the MHRA does not provide for extraterritorial application and that the facts of this case do not dictate otherwise.
ii. MHRA Statute of Limitations [2] Defendant seeks to dismiss the MHRA claims of Plaintiffs who left the employ of Cargill before August 22, 2000, the outside limit of the one-year statute of limitation. In their brief, Plaintiffs maintain that the Court should consider Defendant’s motion to be premature and permit further discovery before such issues can be addressed. They contend that the doctrines of waiver, estoppel, and equitable tolling are within the Court’s discretion and are appropriately considered under the facts of this case. Defendant maintains, however, that, to the extent that Plaintiffs have set forth any argument on this issue at all, Plaintiffs main theory in support of tolling is the continuing violation theory, a theory that Defendant maintains is wholly unavailing.
To the extent that Plaintiffs are relying on the application of waiver, estoppel, or equitable tolling, the Court finds that Plaintiffs have not plead insufficient facts which, if proven, could support the application of any of the aforementioned doctrines. Plaintiffs have failed to articulate any basis upon which the Court could base a conclusion to apply either waiver or estoppel. With respect to the doctrine of equitable tolling, Plaintiffs likewise have directed the Court to no evidence of which they are aware or that they expect to discover which would warrant application of the doctrine. In general, the doctrine of equitable tolling is intended to relieve a plaintiff of the effect of a statute of limitations when the plaintiff becomes aware of the existence of his claim after the limitations period has run and through no fault of his own. Here, however, Plaintiffs have brought their claim after the limitations period has expired, apparently aware of the alleged discrimination against them. Plaintiffs make no contention that the information available was any different within the limitations period than at the time their claims were filed in order to explain the delay in filing. While further discovery may serve to provide information relating to the nature and extent of the alleged discrimination, the Court is not persuaded that the lack of such information deprived certain Plaintiffs of their ability to file a timely claim.
*5 Finally, to the extent that Plaintiffs contend that the continuing violation theory should apply, the Court finds the MHRA claims of Plaintiffs who no longer worked for Cargill after August 22, 2000, to be time-barred. Plaintiffs’ reliance on this Court’s ruling in Beckmann v. CBS, Inc., 192 F.R.D. 608, 619–20 (D.Minn.2000), is unavailing. In Beckmann, the Court applied the continuing violation theory as set forth in Jenson v. Eveleth Taconite Co., 130 F.3d 1287, 1302–03 (8th Cir.1997), in order to “provide a remedy for past actions which operate to discriminate at the present time” (citation omitted). However, in this case, Plaintiffs have alleged no actionable discrimination against certain named individuals after their termination but within the time period of this lawsuit. While the facts of this case may allow for the application of the continuing violation theory for some individuals, no such violation can be shown to have continued for those employees who were terminated before the suit’s time period began.
Accordingly, irrespective of the Court’s ruling outlined above, the Court finds the MHRA claims of the following named Plaintiffs to be time-barred: Dawn Collins (October 1999); Ronald Garrus (July 1999); Cheneta Hughey (December 1997); Jacqueline Jenkins (September 1997); Keith Lewis (July 1999); Valerie Mason–Robinson (July 1998); Phyllis Reece (January 1999); Charles Scott (January 1998); Clintonia Simmons (July 1998); Tausha Tate (April 2000); Emily Tyler (August 5, 2000); and Sean Wright (July 2000).
b. Claim of Disparate Treatment Under 42 U.S.C. § 1981 [3] Defendant also seeks to dismiss the § 1981 claims of four of the named Plaintiffs, maintaining that they are time-barred. Section 1981 claims brought in a Minnesota forum are generally subject to a six-year statute of limitations. Woodson v. International Broth. of Elec. Workers Local 292, 974 F.Supp. 1256, 1262 (D.Minn.1997) (finding six-year statute of limitations to apply to § 1981 actions in light of Wilson v. Garcia, 471 U.S. 261, 267, 105 S.Ct. 1938, 85 L.Ed.2d 254 (1985)). See also Egerdahl v. Hibbing Comty. Coll., 72 F.3d 615, 618–19 (8th Cir.1995) (finding Minnesota six-year statute of
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Arnold v. Cargill, Inc., Not Reported in F.Supp.2d (2002)
limitations to apply to Title VI and IX claims given Wilson’ s effect on § 1983 and § 1981 claims and the interest of uniformity and certainty under federal law).1 Defendant contends, however, that because the current action is a putative multi-state class action, Plaintiffs’ § 1981 claims should be subject to the statute of limitations of the state in which their claims arose. The Court disagrees.
Defendant places much emphasis on the dicta in Chris N. v. Burnsville, Minnesota, 634 F.Supp. 1402, 1411, n. 12 (D.Minn.1986), that describes the Wilson interest in uniformity to be intra state rather than inter state. However, the Court does not read Chris N. nor any other relevant case law to require the conclusion that Defendant would have the Court reach. Instead, the Court finds that, to the extent that Wilson is concerned with intrastate uniformity, such uniformity relates to those plaintiffs and their actions properly brought before a Minnesota forum. There is no argument before the Court challenging this Court’s exercise of jurisdiction over the current matter. If any or all of the named Plaintiffs brought their suits individually in the District of Minnesota, jurisdiction over the § 1981 claim would be proper, and the individual Plaintiff would be afforded the six-year statute of limitations. The Court can see no reason why the result should be different simply because the Plaintiffs have brought their action as a putative class. Moreover, the fact that Minnesota has no borrowing statute requiring courts to look to the law of the state in which the cause of action arose underscores the apparent intent of the Minnesota legislature to afford the Minnesota statute of limitations for respective actions to all plaintiffs properly before Minnesota courts. Accordingly, the Court finds the Minnesota six-year statute of limitations to apply to the § 1981 claims of each named Plaintiff, and Defendant’s motion to dismiss certain Plaintiffs’ § 1981 claims as time-barred is denied.
2. Motion for Summary Judgment
a. Standard of Review *6 Summary judgment is proper if there are no disputed issues of material fact and the moving party is entitled to judgment as a matter of law. Fed.R.Civ.P. 56(c). The court must view the evidence and the inferences which may be reasonably drawn from the evidence in the light most favorable to the nonmoving party. Enterprise Bank v. Magna Bank of Missouri, 92 F.3d 743, 747 (8th Cir.1996). However, as the Supreme Court has stated, “[s]ummary judgment procedure is properly regarded not as a disfavored procedural shortcut, but rather as an integral part of the Federal Rules as a whole, which are designed ‘to secure the just, speedy, and inexpensive determination of every action.” ’ Fed.R.Civ.P. 1. Celotex Corp. v. Catrett, 477 U.S. 317, 327, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986).
The moving party bears the burden of showing that there is no genuine issue of material fact and that it is entitled to judgment as a matter of law. Enterprise Bank, 92 F.3d at 747. The nonmoving party must demonstrate the existence of specific facts in the record which create a genuine issue for trial. Krenik v. County of Le Sueur, 47 F.3d 953, 957 (8th Cir.1995). A party opposing a properly supported motion for summary judgment may not rest upon mere allegations or denials, but must set forth specific facts showing that there is a genuine issue for trial. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 256, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986); Krenik, 47 F.3d at 957.
b. Issues2
i. Ronald Garrus [4] Defendant seeks summary judgment on Plaintiff Ronald Garrus’ (“Garrus”) claims in light of the release he signed upon his termination from Cargill. Generally, Minnesota courts look favorably upon settlement and find a release of claims to be presumptively valid. Sorenson v. Coast–to–Coast Stores (Central Organization), Inc., 353 N.W.2d 666, 669 (Minn.Ct.App.1984). In determining whether a release is valid, a court is guided by basic rules of contract construction. Lancaster v. Buerkle Buick Honda Co., 809 F.2d 539, 541 (8th Cir.), cert. denied, 482 U.S. 928, 107 S.Ct. 3212, 96 L.Ed.2d 699 (1987). The Court must consider the following factors: (1) the clarity of the language; (2) whether the release was supported by adequate consideration; (3) whether the release purports to settle claims unknown at the time of execution; (4) whether the challenging party was permitted to change language in the release; and (5) whether counsel was present during negotiation of the release. Somora v. Marriott Corp., 812 F.Supp. 917, 921 (D.Minn.1993) (citations omitted). Simply because a party fails to appreciate the legal ramifications of a release does not render it invalid, providing the party is aware of its terms and makes no allegation of fraud. Id. (citing Dolgner v. Dayton Co. ., 182 Minn. 588, 235 N.W. 275, 277 (1931)).
Garrus does not dispute the effect of the plain language of the release; however, he contends that the release was signed under
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duress, i.e., not knowingly or willfully, and thus that his waiver is invalid. Plaintiff Garrus attempts to raise a dispute of this fact by directing the Court to allegations that he was told he had no choice but to sign the agreement, that he should not review the document with counsel, and that he would suffer adverse action if he did not sign the release. In addition, Garrus alleges that he was publicly humiliated at a staff meeting after he signed the release. While the Court is not persuaded that such facts raise a sufficient dispute, as a matter of law, outweighing Mr. Garrus’ education and business experience, the clarity of the language of the release, and his awareness of his right to review the document with counsel, the Court finds the failure of Mr. Garrus to rescind or attempt to rescind the release within the release’s 15–day recission period to be determinative. Even assuming Plaintiff’s allegations to be true, in light of Mr. Garrus’ undisputed experience, his stated awareness of his right to review the release with counsel, and the undisputed clarity of the release, there is no evidence that could establish that any duress he may have felt in signing the release continued throughout the period during which he could have rescinded it. To determine now that Mr. Garrus can proceed with his claims would defeat the purpose of the recission period and render the provision ineffectual. The Court declines to do so and, accordingly, finds that summary judgment is appropriately entered against Plaintiff Ronald Garrus.
ii. Hollis Branham *7 [5] Defendant also seeks summary judgment on the claims of Plaintiff Hollis Branham (“Branham”), maintaining that his termination was the result of an objective performance review and that two members of a non-protected class were also terminated while two members of a protected class were retained, one person who is black and one who is Hispanic. The Court declines to issue summary judgment at this time. The very practices challenged by Plaintiffs are those used to implement the RIF affecting Mr. Branham. To say that Mr. Branham was terminated subsequent to an evaluation using objective factors ignores the very essence of Plaintiffs’ claims. Moreover, the fact that non-protected individuals were terminated while similarly situated individuals were retained does not necessarily defeat Mr. Branham’s claim. In light of Plaintiffs’ allegations, without evaluating the results of the review process and how they affected the standing of each individual within the department-whether retained or not-neither party can draw a valid conclusion as to whether the process was indeed objective or discriminatory. Simply because protected individuals were retained does not mean that they were evaluated fairly in comparison to those non-protected individuals who were also retained. The Court finds that discovery is necessary to determine whether the claims of Plaintiff Hollis Branham remain viable.
iii. Toya Brown [6] Finally, Defendant seeks summary judgment on the claims of Plaintiff Toya Brown (“Brown”), contending that she fails to allege sufficiently intolerable working conditions to establish a claim of constructive discharge. The Court finds it premature to determine whether Ms. Brown’s allegations could support a claim of constructive discharge; nonetheless, the Court also does not read Plaintiffs’ Complaint to limit Ms. Brown to that single claim. Defendant’s challenges to the sufficiency of the relevant facts go to the very heart of Plaintiffs’ allegations. It is entirely premature to conclude that the very practices and Plaintiffs challenge do not result in channeling African–American employees, such as Ms. Brown, to divisions in areas that do not provide the continued opportunities for advancement that might be otherwise available in larger metropolitan areas. The fact that Ms. Brown’s supervisor in Illinois would have been an African–American woman, while arguably a benefit in certain respects, could in fact underscore the very discrimination of which Ms. Brown seems to be complaining. The Court makes no determination at this time as to the ultimate viability of Ms. Brown’s claims; however, the Court does conclude that discovery is necessary to determine whether such claims should rise or fall on their merits. Accordingly, the Court declines to issue summary judgment on the claims of Plaintiff Toya Brown, except as otherwise provided in this order.
3. Motion to Strike Defendant’s final motion is a motion to strike various statements from the Complaint, contending that they are immaterial, impertinent, and scandalous. Specifically, Defendant identifies statements relating to: (1) discriminatory attitudes and statements attributed to former management; (2) the Foster Consent Decree-a class action settlement of claims similar to those brought in the current action; (3) Title VII; (4) disparate treatment in conjunction with the claims under § 1981; and (5) Cargill’s reported sales and income. By their responsive papers, Plaintiffs agree to strike the reference to Title VII; however, they oppose Defendant’s motion with respect to all other contested statements.
*8 Under Fed.R.Civ.P. 12(f), “the [C]ourt may order stricken from any pleading ... any redundant, immaterial, impertinent, or scandalous matter.” With the exception of the reference to Title VII, the Court declines to strike any of the statements
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contested by Defendant. In light of the claims set forth by Plaintiffs, the Court finds that Plaintiffs’ statements regarding former management, the Foster Consent Decree, and Cargill’s sales and income to be potentially relevant context evidence to the alleged discrimination. While the Court agrees that certain evidence pre-dating the time period properly covered by the current lawsuit may not constitute actionable behavior from which damages may be calculated, the Court does find that some such evidence may prove to be relevant context evidence of the alleged pattern and practice at the base of the current suit. With respect to Defendant’s contest of Plaintiffs’ use of the terms disparate treatment and disparate impact, the Court does not find such usage to be prejudicial. Plaintiffs have alleged both a claim of disparate impact and a claim of disparate treatment. While the Court has dismissed some of Plaintiffs’ claims of disparate impact under the MHRA, both theories remain viable at least with respect to certain Plaintiffs. The Court does not read Plaintiffs’ Complaint to misconstrue the nature of either claim nor to require any cleansing of impertinent or prejudicial characterizations of the law. In conclusion, Defendant’s motion to strike is denied, with the exception of the single reference to Title VII which Plaintiffs have agreed to amend accordingly.
For the reasons stated, IT IS HEREBY ORDERED THAT:
1. Defendant’s Partial Motion to Dismiss (Doc. No. 10) is GRANTED IN PART and DENIED IN PART, such that:
a. Count I is DISMISSED WITH PREJUDICE as to PLAINTIFFS SEAN ALLEN, HOLLIS BRANHAM, TOYA BROWN, DAWN COLLINS, LOUIS DARDEN, VIRGINIA DOUGLAS, RONALD GARRUS, CHENETA HUGHEY, JACQUELINE JENKINS, KEITH LEWIS, VALERIE MASON–ROBINSON, MICHAEL MITCHELL, PHYLLIS REECE, TONYA ROSS, CHARLES SCOTT, CLINTONIA SIMMONS, TAUSHA TATE, EMILY TYLER, AND SEAN WRIGHT; however Count I remains as to all other named Plaintiffs and Count II remains as to all named Plaintiffs, except as otherwise stated below;
2. Defendant’s Motion for Partial Summary Judgment (Doc. No. 10) is GRANTED IN PART AND DENIED IN PART, such that:
a. Counts I and II are DISMISSED WITH PREJUDICE as to PLAINTIFF RONALD GARRUS; and
3. Defendant’s Motion to Strike (Doc. No. 10) is DENIED.

Parallel Citations

89 Fair Empl.Prac.Cas. (BNA) 747

Footnotes

1

Defendant contends that Woodson is wrongly decided and that the more analogous state statute of limitations to be borrowed for a

§ 1981 claim is the one-year statute of limitations of the MHRA. The Court is not persuaded, and, in light of settled case law on the

matter, shall apply Minnesota’s six-year statute of limitations for personal injury claims. Wilson, 471 U.S. at 267; Egerdahl, 72

F.3d at 618.

2

Defendant’s original motion sought summary judgment on the claims of Plaintiff Charles Scott; however, in its Reply

Memorandum, Defendant defers its motion to a later date following discovery. As such, the Court will not address any of the

parties’ arguments with respect to Plaintiff Scott.

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 Arnold v. Cargill Inc., Not Reported in F.Supp.2d (2006)
2006 WL 1716221 Only the Westlaw citation is currently available.
United States District Court, D. Minnesota.
Roderick ARNOLD; Nii-Akwei Acquaye; Sean Allen; Hollis Branham; Toya Brown; Dawn Collins; Louis Darden; Virginia Douglas; Ronald Garrus; Cheneta Hugley; Jacqueline Jenkins; Keith Lewis; Valerie
Mason-Robinson; Michael Mitchell; Phyllis Reece; Tonya Ross; Charles Scott; Clintonia Simmons; Tausha Tate; Emily Tyler; Jacqueline Williams; Cheryl Willis; and Sean Wright, on behalf of themselves and all others similarly situated, and Janice Lintz as Personal Representative of the estate of Della Y. Dickson, deceased, Plaintiffs, v. CARGILL INCORPORATED, Defendant. Civil No. 01-2086 (DWF/AJB). | June 20, 2006.
Attorneys and Law Firms Adam A. Gillette, Esq., and James H. Kaster, Esq., Nichols Kaster & Anderson, PLLP; Samuel D. Heins, Esq., and Barbara J. Felt, Esq., Heins Mills & Olson; and Joseph M. Sellers, Esq., Llezlie Green, Esq ., and Christine E. Webber, Esq., Cohen Milstein Hausfeld & Toll, PLLC-DC, for Plaintiffs. Holly S.A. Eng, Esq., Mark J. Ginder, Esq., Melissa Raphan, Esq., Michael Iwan, Esq., Paul B. Klaas, Esq., Ryan E. Mick, Esq., Shari L. Jerde, Esq., Emily L. Fitzgerald, Esq., and Heather C. Toft, Esq., Dorsey & Whitney-Minneapolis, for Defendant. Peter N. Thompson, Esq., Hamline University School of Law, Special Master. Opinion
MEMORANDUM OPINION AND ORDER
DONOVAN W. FRANK, Judge.
Introduction *1 This matter came before the Court pursuant to Plaintiffs’ Amended Motion for Class Certification and Defendant’s Amended Motion to Strike Expert Reports and Opinions of Ronald L. Adler, William T. Bielby, and David W. Peterson. For the reasons set forth below, the Motion to Strike Expert Reports and Opinions is granted in part and denied in part and the Motion for Class Certification is denied.
Background Plaintiffs, who are all salaried African-American current or former employees of Defendant Cargill, Inc. (“Cargill”), allege race discrimination in violation of 42 U.S.C. § 1981.1 Plaintiffs move the Court to certify a class consisting of:
[A]ll African-Americans who held salaried positions through salary grade 15 at Cargill and who:
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A. were eligible to make claims alleging racial discrimination with respect to compensation and termination at any time between August, 1997[,] and the first date of trial;
B. were eligible to allege racial discrimination with respect to the denial of promotions that would have resulted in (i) a promotion from a nonexempt to an exempt position[,] (ii) a promotion from a non-management to a management position, or (iii) a promotion in which the employee’s position in the chain of authority changes, at any time between August 22, 1995[,] and the first date of trial, and;
C. were eligible to allege racial discrimination with respect to the denial of promotions in any other respect at any time between August 22, 1997[,] and the first date of trial.
(Pls.’ Am. Proposed Order regarding Mot. for Class Certification.) Plaintiffs allege that Cargill has engaged in a “pattern and practice” of discrimination by fostering a pervasive company culture that has tainted its human-resource systems and produced a common discriminatory impact that affects promotions, compensation, and terminations.2 Plaintiffs’ allegations relate to the processes that Cargill uses to evaluate employees and develop “high potential” employees. Such processes include the “Performance Management Process” (“PMP”), the “Key Employee Identification System” (“KEIS”) and its successor, the “Leadership and Talent Management Program” (“LTMP”), the Cargill Leadership Development Program (“CDLP”), and the Strategic Business Development (“SBD”) Plan. Additionally, Plaintiffs claim that Cargill has failed to effectively address widespread racial discrimination that the company knows is produced by its culture and the use of these systems.
The named Plaintiffs request that the Court designate Roderick Arnold, Nii-Akwei Acquaye, Sean Allen, Hollis Branham, Toya Brown, Dawn Collins, Virginia Douglas, Cheneta Hughey, Jacqueline Jenkins, Keith Lewis, Vivian Little, Valerie Mason-Robinson, Anthony Mcdowell, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Steve Wint, and Sean Wright as Class Representatives.3 Plaintiffs seek injunctive relief, punitive damages, and monetary relief.
*2 Cargill is a large, privately-held Delaware corporation headquartered in Wayzata, Minnesota. Cargill is an international marketer, processor, and distributor of agricultural, food, financial, and industrial products and services. Cargill employs approximately 101,000 employees in 60 countries, with more than 40,000 employees in more than 600 locations throughout the United States. Cargill operates through Business Units (“BUs”). Cargill has approximately 90 different BUs.
Cargill maintains a human resource (“HR”) department at corporate headquarters that is overseen by an executive level Vice President. Cargill delegates authority to BU leaders to develop strategy and make operational decisions. Nancy Siska, Cargill’s Vice President of Human Resources, testified that “We have a corporate process that is deployed within our business units. The decisions are made in the business units.” (Aff. of Holly S.A. Eng in Opp. to Pls.’ Mot. For Class Certification (“Eng Aff.”), ¶ 4, Ex. B, Dep. of Nancy Siska (“Siska Dep.”) at 277.) However, Cargill mandates that BUs adhere to the corporate headquarters’ policies and standards for managing people. Cargill’s HR department establishes and enforces company-wide policies that apply to salaried employees. Throughout the purported liability period, Cargill gave salaried employees an Employee Handbook that articulated those company policies and procedures.
Performance Management Process In 2000, Cargill began requiring BU leaders and their management teams to conduct annual employee performance evaluations. The Performance Management Process (“PMP”) is the principal tool that Cargill uses to evaluate the performance of its employees. The PMP includes three parts: a behavioral competencies section; a key results area (“KRA”) section; and a development section. BU leaders customize the PMP to meet the needs of their particular industries and businesses. The behavioral competencies section includes six behaviors: “Discuss, Decide and Support,” “Demonstrate Respect, Candor and Commitment,” “Pursue and Reinforce Collaboration,” “Ensure and Accept Accountability,” “Challenge, Innovate, Change,” and “Develop and Leverage Deep Customer Insight.” (Decl. of Lawrence P. Schaefer in Supp. of Pls.’ Mot. for Class Certification (Am.) (“Schaefer Decl.”), ¶ 6, App. 4 at Px # 420.) The KRA section measures performance against job-related goals. Thus, KRAs are dependent on an employee’s particular industry and the business strategies and goals of the particular business and location in which he or she works. If appropriate, technical competencies may be included in the PMP as well. The PMP template includes a rating for overall performance.
PMP implementation generally includes an employee self-assessment, followed by the employee’s most immediate manager’s assessment, negotiation by the employee and his or her manager over the rating, and a review by the manager’s
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Arnold v. Cargill Inc., Not Reported in F.Supp.2d (2006)
manager. Cargill’s corporate HR department trains managers how to conduct PMPs, and specifically teaches managers how to make objective decisions about behavior. But Cargill does not make the training mandatory.
Employee Development *3 At the outset of the purported liability period until 2000, Cargill implemented a “high potential” employee-development process called the “Key Employee Identification System” (“KEIS”). KEIS has been described as a “people-planning process” to identify individuals who might be in a position to assume one of the top 100 positions within Cargill. When an opening occurred for one of these top positions, the KEIS program provided a list that division leaders could use as a tool for identifying replacement candidates. The manager or group of managers most closely associated with an employee determined ratings. The KEIS process involved using the employee’s PMP rating and then assigning the employee a “potential” rating of either “A,” “B,” or “C.” The KEIS program instructions define the factors that comprise a KEIS rating. Division heads’ ratings were subject to review by their supervisors. Cargill’s policy was to not provide employees with their KEIS forms or disclose KEIS ratings.
In 2001, Cargill replaced KEIS with the “Leadership and Talent Management Process” (“LTMP”). LTMP involved rating employees in one of four “high potential” categories: “Positional Leaders,” “Next Generation Leaders,” “High Impact Performers,” and “Business Unit Others.” A corporate selection department acts as a “coordinator” or “facilitator” in filling openings throughout the company with persons rated as high potential. Managers are instructed to consult with the selection department at corporate headquarters when filling open positions at the company. Employees not favorably rated are generally not competitive candidates for promotions or development assignments.
In addition to being used in selecting employees for promotions, KEIS and LTMP ratings were the primary factor used in selecting employees for participation in company-wide “leadership development” programs. Until 2001, Cargill’s Organizational Development Group offered a training program called the Cargill Leadership Development Program (“CLDP”). CLDP was a year-long program in which about 50 “high potential” employees in salary grades 10-15 attended intensive leadership training. Another leadership program, “Strategic Business Development” (“SBD”) involved an intensive two-year training program to groom participants for management positions.
Promotions Decisions regarding promotions occur in BUs. The process by which promotions are made varies by BU and by business need. Plaintiffs contend that Cargill’s promotion process is discretionary and shrouded in secrecy. Plaintiffs describe the promotion process as “secretive,” “a mystery,” “good old boys system,” “smoke and mirrors,” or a “tap on the shoulder system.”
Compensation Compensation plans at Cargill are designed and implemented at the BU level. BU managers have authority over individual salary and job-level decisions, and in some cases incentive awards. Compensation is linked to performance and external market rates. Salaried employees are compensated from different sources, ranging from straight salary to sales commissions, competitive bonuses, profit sharing bonuses, and industry-specific add-ons. Most BUs have a process in which managers will compile and review the results of their individual decisions.
*4 Cargill’s corporate HR office articulates a broad compensation philosophy that it implements by setting salary ranges, suggesting salary increase percentages for each pay grade, and requiring approval for increases outside specified parameters. However, BU leaders have the authority to implement compensation plans that meet their unique, competitive business needs as long as they meet certain standards of legal compliance and fairness, and they support Cargill’s compensation philosophy.
Termination Cargill delegates the authority to terminate employees “for cause” to division managers and local managers, with oversight and assistance by local HR. Cargill generates corporate-level policy guidelines to assist managers with the termination process. Cargill’s “for cause” policy guidelines include the use of documentation, the provision of advanced warnings and
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opportunities for correction, the involvement of multiple decision makers, and, in many cases, multiple-level review. Managers are required to obtain prior authorization to terminate an employee with four or more years of service. The implementation of Reduction in Force (“RIF”) guidelines is a division-level responsibility, with guidance and approval required through Cargill’s Law Department. Cargill’s RIF guidelines include documentation, consultation with local HR, preparation of job descriptions based on objective performance requirements, termination decisions based on employee qualifications as reflected on a selection grid, and approval and oversight.
Discussion
I. Motion to Strike Cargill has moved to strike the testimony of Plaintiffs’ experts, Ronald Adler, William Bielby, and David Peterson. The Court will address Cargill’s motion to strike before reaching the issue of class certification because it finds the evidence at issue relevant to its determination of whether class certification should be granted.
The admissibility of expert testimony, whether in the form of an affidavit or a report, is governed in part by Rules 702 and 704 of the Federal Rules of Evidence. Rule 702 provides a standard of “helpfulness” that requires that expert testimony “assist the trier of fact to understand the evidence or to determine a fact in issue.” Rule 704 provides that “testimony ... otherwise admissible is not objectionable because it embraces an ultimate issue to be decided by the trier of fact.”
The scope of the Rules has been illustrated by the Supreme Court’s decisions in Daubert v. Merrell Dow Pharmaceuticals, Inc., 509 U.S. 579 (1993) and Kumho Tire Co., Ltd. v. Carmichael, 526 U.S. 137 (1999). Daubert established factors to be considered when evaluating the principles and methodology of a scientific expert for validity, relevance, and ultimately, admissibility, and it held that general acceptance within the field was not a necessary precondition for admissibility. Kumho Tire extended the holding of Daubert to apply to non-scientific experts qualified by their experience, education, skill, or expertise in other fields.
*5 The application of the Daubert test, however, is somewhat limited at the stage of class certification. Daubert is helpful to the extent that it can assist the Court in preventing the entrance of a methodology so apparently flawed. See In re Visa Check/Mastermoney Antitrust Litig., 192 F.R.D. 68, 76-77 (E.D.N.Y.2000); In re Potash Antitrust Litig., 159 F.R.D. 682, 695-98 (D.Minn.1995) (finding that plaintiffs are required only to make a “threshold showing” of whether proof will be “sufficiently generalized”). It would be inappropriate, however, for a court to look beyond the methodology and critique the prospective results of its application to a complete set of data. Id. A party and its experts should not be expected to have fully evaluated all data at the preliminary stage of class certification.
a. Ronald Adler Ronald Adler is the president and CEO of an HR management consulting firm specializing in HR audits, employment practices risk management, strategic HR, employee surveys, and general HR management issues. Adler, who has more than 30 years of HR consulting experience, co-developed the Employment-Labor Law Audit ™, ELLA® (“ELLA”). ELLA is an HR auditing and employment practices risk assessment tool, designed to help employers assess their exposure to employment practices liabilities and to help them identify the strengths and weaknesses of their strategic and transactional HR management programs and activities.
Here, Adler reviewed several current and former Cargill employees’ deposition transcripts, the documents used as exhibits in these depositions, David Peterson’s statistical report, Cargill’s website, articles about Cargill, public and proprietary websites, and publications and articles regarding HR management employment policies and practices. In reviewing this material, Adler contends that he applied HR auditing and employment-related risk assessment techniques that he developed as an HR consultant. Adler concluded that “the design or implementation of [Cargill’s] company-wide systems fail to eradicate and produce an ongoing vulnerability to systemic bias against its African-American employees in the area of performance management, promotion, talent management, compensation, and termination.” (Schaefer Decl., ¶ 5, App. 3, Expert Report of Ronald L. Adler (“Adler Report”) at 6.)
Cargill asserts that Adler’s testimony should be excluded for several reasons. First, Cargill asserts that Adler lacks pertinent
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Arnold v. Cargill Inc., Not Reported in F.Supp.2d (2006)
education, training, experience, or knowledge to qualify as an expert. Second, Cargill asserts that Adler failed to base his opinions on an adequate foundation. Third, Cargill asserts that Adler’s methodology is not based on scientific or professional standards. Finally, Cargill asserts that Adler failed to reliably apply principles and methods to the facts of the case.
The Court finds that Adler’s testimony and report are inadmissible at this preliminary stage of class certification. The Court finds that Adler’s methodology does not meet scientific or professional standards of reliability. The Court agrees with Cargill that Adler fails to attribute his analysis to a recognized scientific basis. Although Adler claims to have used “employment related risk assessment techniques,” Adler has not explained this process. On this record, the Court cannot determine what scientific method, if any, Adler used to reach his opinions. Instead, Adler’s understanding of Cargill’s corporate culture appears to be based solely on his own unfounded opinion as to what “culture” means and how it affects employment decision-making.
*6 Plaintiffs’ respond that Adler’s analysis is not simply based on his own unfounded opinion because Adler’s methodology has received feedback and endorsements from HR organizations and lawyers. The Court rejects Plaintiffs’ assertion, however, because support from organizations and attorneys does not establish that Adler’s methodology is reliable. The Court finds that endorsements are not an adequate substitute for scientific testing to determine reliability. Adler also relied on unreliable evidence. For example, in making his conclusions, Adler relied on commercial websites and popular publications that even Adler admitted were not scientific sources. (Decl. of Michael Iwan in Supp. of Mot. to Strike Expert Reports and Opinions of Ronald L. Adler, William T. Bielby, and David W. Peterson (“Iwan Decl.”) at ¶ 2, Ex. A, Dep. of Ronald L. Adler (“Adler Dep.”) at 240.)
Additionally, Adler’s methodology has never been tested to establish reliability. Adler identifies his ELLA tool as the generally accepted standard for employment-related risk assessment techniques, but admits that ELLA has never been subjected to a scientific study to determine its validity. (Adler Dep. at 78-81, 28 .) Moreover, Adler concedes that he did not complete an ELLA audit in evaluating Cargill. (Id. at 32-33, 263-64.) Adler also admitted that he did not identify and eliminate any other possible causes of perceived disparities other than Cargill’s policies and procedures. (Id. at 114.)
Accordingly, the Court finds that Adler’s testimony and report are inadmissible because Adler’s methodology is not based on scientific principles. Because the Court has concluded that Adler’s testimony and report are inadmissible at this stage of the litigation, the Court does not reach Cargill’s additional contentions that Adler is not qualified as an expert, that Adler’s opinions are not based on an adequate foundation, or that Adler’s opinions are irrelevant and unhelpful.
b. William Bielby William Bielby, Ph.D., a sociology professor, teaches courses and conducts research on organizational behavior, research methods for the social sciences, labor markets, quantitative methods, and social inequality. Bielby has specifically focused most of his research during the last twenty years on issues of workplace discrimination. Bielby reviewed the deposition testimony of Cargill’s executives and managers regarding the company’s personnel policies and practices, the corresponding exhibits, David Peterson’s statistical report, and business-administration scholar Wayne G. Broehl, Jr.’s two-volume history of Cargill. Bielby also relied on social-science research on workplace bias. Bielby applied social framework analysis (“SFA”), in which he looked at “distinctive features of the organization’s policies and practices and evaluate [d] them against what social-science research shows to be factors that create and sustain bias and those that minimize bias.” (Schaefer Decl., ¶ 5, App. 3, Expert Report of William T. Bielby (“Bielby Report”) at 4.) Bielby concluded that Cargill’s strong organizational culture creates or sustains barriers to career advancement for African-Americans and that Cargill’s Equal Employment Office (“EEO”) policies are deficient in identifying and minimizing the effects of those barriers.
*7 Cargill asserts that the Court should exclude Bielby’s testimony on three grounds. First, Cargill contends that Bielby is unqualified to offer an opinion concerning the impact of culture or EEO accountability efforts on African-Americans. Second, Cargill contends that Dr. Bielby’s methodology is unreliable. Third, Cargill contends that Bielby’s opinions are irrelevant and therefore unhelpful.
The Court finds that Bielby is qualified as an expert. After reviewing Bielby’s curriculum vitae and deposition testimony, the Court finds that Bielby has considerable experience with and expertise in issues of race in the workplace. Bielby has written reports, authored articles, taught classes, and given presentations on issues involving race. The Court rejects Cargill’s assertion that Bielby’s research and expert experience concerning race issues did not directly address the issues on which he opines in this case. Although Cargill contends that Bielby’s race-related research primarily focused on the entertainment industry, Bielby testified that these studies also dealt with the issue of corporate culture as it relates to race issues. (Iwan
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Decl., ¶ 2, Ex. B, Dep. of William T. Bielby (“Bielby Dep.”) at 24.) Bielby also testified that among the twelve cases in which he had testified in the four years preceding his deposition, four involved racial issues, and in two cases he addressed issues of corporate culture in his expert report. (Id. at 16-18.) Further, since giving his deposition, Bielby submitted an expert report in connection with class certification in another race-discrimination case, Satchell v. FedEx Corp., 2005 WL 2397522, *3 (N.D.Cal. Sept. 28, 2005). Further, the Court rejects Cargill’s assertions that Bielby conflates gender and race and that Bielby cannot claim expertise in the subfield of race simply by applying the conventions learned in the subfield of gender. The Court finds that Bielby has sufficient experience and expertise with the issues of race in the workplace, independent of his expertise in gender.
The Court also finds that Bielby’s methodology is reliable. Here, Cargill acknowledges that courts have found SFA reliable, but asserts that Bielby violates the tenets underlying that methodology. Specifically, Cargill contends that Bielby does not premise SFA on a neutral statement of sociological knowledge and inappropriately advances unfounded theories of race effects as social fact. Cargill further contends that because sociological research does not unequivocally point to the conclusion that perceived unequal outcomes for African-Americans can be causally attributed to corporate culture or latent bias, Bielby was required to conduct empirical research on African-Americans’ experiences at Cargill. Cargill also contends that Bielby’s opinions cannot be quantified or assigned a potential rate of error. Finally, Cargill contends that Bielby cites no standards for measuring corporate culture.
Plaintiffs, on the other hand, contend that Cargill relies solely on its own expert’s report to support its contention that Bielby’s application of SFA is not generally accepted in the scientific community. Plaintiffs’ expert concludes that Bielby’s work departs from SFA because some published studies differ from those studies on which Bielby relied. The Court agrees with Plaintiffs that the fact that some social-science research is inconsistent with Bielby’s testimony goes to the weight, not the admissibility, of Bielby’s testimony. The Court also agrees with Plaintiffs that empirical research is not required under SFA. Furthermore, the Court agrees that Bielby had no way to access Cargill employees to conduct empirical research. Finally, the Court agrees with Plaintiffs that there is no expectation that an expert opinion be quantifiable. See Smith v. BMW North America, Inc., 308 F.3d 913, 920 (8th Cir.2002). Thus, the Court finds that Bielby’s methodology is reliable.
*8 Finally, the Court rejects Cargill’s assertion that Bielby’s opinions are irrelevant. The Court finds that Cargill’s assertion is based on the mistaken belief that Bielby must offer an opinion on the ultimate issue of whether Cargill engaged in intentional discrimination in order to be relevant. Instead, the Court agrees with Plaintiffs that Bielby’s opinion that Cargill has a strong, common culture is relevant because it may make it more likely that common questions exist at the class certification stage. Further, a pattern or practice of intentional discrimination can be established by showing statistical disparities and common employment practices that could cause such statistical disparities. See Teamsters, 431 U.S. at 360 n. 46; Craik, 731 F.2d at 479. Thus, the Court finds that Dr. Bielby’s opinions are relevant and therefore admissible.
c. David Peterson4 David Peterson, Ph.D., a statistician, conducted statistical analyses to determine whether statistical evidence supports the claim that Cargill discriminates against salaried African-American employees below the senior management level in performance rating, advancement, compensation, and termination.5 Peterson concluded that Cargill generally employs few African-Americans relative to their representation in the civilian labor force. Peterson also concluded that there is a pervasive pattern of statistically significant disparities that disadvantage African-Americans throughout Cargill. Further, Peterson concluded that these disparities persist from year to year, apply both to exempt and non-exempt employees, and are found across divisions and job groups, even after accounting for differences in education level and service.
Cargill contends that Peterson’s analysis suffers from two fundamental flaws that render it inadmissible under the Daubert standard. First, Cargill contends that Peterson based his analytical framework on his generalized assumptions about how employers typically make employment decisions, rather than how Cargill actually makes such decisions. Thus, according to Cargill, Peterson presumed the existence of discrimination, thereby creating a circular and self-fulfilling hypothesis.
Second, Cargill contends that because Peterson does not know how Cargill makes employment decisions, he cannot know whether he has controlled for all reasonable, non-discriminatory explanatory factors. In particular, Cargill contends that Peterson failed to determine whether the distribution of performance ratings and salary-grade variables could explain, in whole or in part, the statistical disparities that Peterson found in pay, promotion, and termination decision-making and which Peterson attributes to racial discrimination. Cargill’s expert, Robert Topel, Ph.D., an economist, analyzed the effect that controlling for performance ratings would have on the claimed disparities and concluded that this explains the outcomes in pay, promotion, and termination. Cargill also contends that Peterson ignored a host of “pre-market” factors correlated with
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race, that, according to Topel, impact employment outcomes. Cargill asserts that the facts here closely resemble those in Morgan v. United Parcel Serv. of America, Inc., 380 F.3d 459, 466-471 (8th Cir.2004). In Morgan, the court rejected the conclusions reached by the plaintiffs’ expert in support of an attempt to certify a nation-wide class of employees in a § 1981 action and held that a statistical analysis of employment outcomes cannot fail to at least consider obviously relevant explanatory factors simply because of the unproven claim that the explanatory variable is tainted by discrimination. Id. at 469-71.
*9 The Court finds that Peterson’s report and opinions are admissible at this preliminary class certification stage. The Court rejects Cargill’s unsupported assertion that Peterson’s statistical analysis must follow Cargill’s actual decision-making process in order to be admissible. Such a contention does not render Peterson’s accepted statistical methodology unreliable at this stage. The Court also rejects Cargill’s assertion that Peterson’s testimony should be excluded on the basis that Peterson failed to control for all reasonable, non-discriminatory explanatory factors.
Here, Peterson controlled for an employee’s education level, years of service at Cargill, job categorization as exempt or non-exempt under the Fair Labor Standards Act, the job group to which the employee’s position was assigned, and the division in which the employee worked. (Schaefer Decl., ¶ 5, App. 3, Expert Report of David Peterson (“Peterson Report”) at 5.) Further, Plaintiffs allege that Peterson’s omission of performance evaluation and salary grade variables was deliberate and necessary because these variables are tainted by the same discrimination that is alleged to affect the other challenged practices. Plaintiffs contend that Cargill’s reliance on Morgan is misplaced because Peterson analyzed the data and found statistical evidence of discrimination in promotions and in performance ratings. (Peterson Report at 12-28.) The Court agrees that the facts here are distinguishable from those in Morgan, where the court found that the plaintiffs had “no evidence, statistical or otherwise, that past pay disparities were racially discriminatory.” 380 F.3d at 471. The Court finds that Cargill’s assertion that Peterson should have controlled for certain variables impacts the Court’s determination of what weight to assign Peterson’s report when considering whether to grant class certification, but does not impact the issue of admissibility. See Bazemore v. Friday, 478 U.S. 385, 400 (1986) (holding that the question of what explanatory variables should be included in a particular regression normally “affect[s] the analysis’ probativeness, not its admissibility”).
II. Motion for Class Certification
A. Standard for Certification In order to proceed with a class action, a plaintiff has the burden of showing that the four requirements of Fed.R.Civ.P. 23(a) are met:
(1) the class is so numerous that joinder of all members is impracticable, (2) there are questions of law or fact common to the class, (3) the claims or defenses of the representative parties are typical of the claims or defenses of the class, and (4) the representative parties will fairly and adequately protect the interests of the class.
Coleman v. Watt, 40 F.3d 255, 258-59 (8th Cir.1994); Kassover v. Computer Depot, Inc., 691 F.Supp. 1205, 1213 (D.Minn.1987), af’d, 902 F.2d 1571 (8th Cir.1990). The plaintiff must then show that the action falls within one of the categories listed in Rule 23(b). Kassover, 691 F.Supp. at 1213.
*10 In determining the propriety of a class action, the question is not whether the plaintiff or plaintiffs have stated a cause of action or will prevail on the merits, but rather whether the requirements of Rule 23 are met. Eisen v. Carlisle & Jacquelin, 417 U.S. 156, 178 (1974). A trial court has broad discretion in determining whether a class action may be maintained. Bishop v. Comm. on Prof’l Ethics, 686 F.2d 1278, 1287 (8th Cir.1982).
1. Numerosity The first requirement of Rule 23(a) is that the class is so numerous that joinder of all members is impracticable. There is, however, no absolute number that satisfies the numerosity requirement. Paxton v. Union Nat’l Bank, 688 F.2d 552, 559 (8th Cir.1982); In re Workers’ Compensation, 130 F.R.D. 99, 104 (D.Minn.1990). The Eighth Circuit has not established any rigid rules regarding the necessary size of a class and the question of what constitutes impracticability depends upon the facts of each case. Boyd v. Ozark Air Lines, Inc., 568 F.2d 50, 54 (8th Cir.1977); In re Workers’, 130 F.R.D. at 104. A number of factors are relevant to this inquiry, the most obvious of which is, of course, the number of persons in the proposed class.
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Paxton, 688 F.2d at 559. In addition to the size of the class, the court may also consider the nature of the action, the size of the individual claims, the inconvenience of trying individual suits, and any other factor relevant to the practicability of joining all the putative class members. Paxton, 688 F.2d at 559-60.
Here, the parties do not dispute whether the numerosity requirement is satisfied. There are approximately 1,600 potential class members. Given the large number of potential class members, the Court finds that joinder would be impracticable. Thus, the Court finds that Plaintiffs have met the “numerosity” requirement.
2. Commonality The rule of commonality requires that there be common questions of law or fact among the class members. Paxton, 688 F.2d at 561. Class certification is “[p]eculiarly appropriate” when the “issues involved are common to the class as a whole” and when they “turn on questions of law applicable in the same manner to each member of the class.” General Telephone Co. v. Falcon, 457 U.S. 147, 154-56 (1982) (quoting Califano v. Yamasaki, 442 U.S. 682, 701 (1979). The rule, however, does not require that every question of law or fact be common to every class member, and may be satisfied, for example, where the question of law linking the class members is substantially related to the resolution of the litigation even though the individuals are not identically situated. Paxton, 688 F.2d at 561.
Courts have held that allegations of similar discriminatory employment practices, such as the use of entirely subjective personnel processes that operate to discriminate, satisfy the commonality and typicality requirements of 23(a). See, e.g., Shores v. Publix Super Markets Inc., 1996 WL 407850, at *6 (M.D.Fla. Mar. 12, 1996) (citing cases). The Shores Court observed that the employer’s “policy of delegating hiring and promotion decisions to managers, who make those decisions on the basis of subjective criteria, is a common course of conduct. Plaintiffs’ allegations that this course of conduct results in a discriminatory practice is adequate to meet the commonality requirement of Rule 23.” Shores, 1996 WL 407850 at *6.
*11 In addition, courts have certified classes including employees of more than one location or division of a company where it has been found: (1) that a single policy prevails in several or all of defendant’s subdivisions; (2) that the subdivisions are not autonomous; or (3) where there are specific allegations pertaining to more than one location. Avagliano v. Sumitomo Shoji America, Inc., 103 F.R.D. 562, 578-79 (S.D.N.Y.1984) (citing cases). The commonality requirement is satisfied as long as the members of the class have allegedly been affected by a general policy of the defendant, and the general policy is the focus of the litigation. Mayo v. Sears, Roebuck & Co., 148 F.R.D. 576, 580 (S.D.Ohio 1993).
a. Plaintiffs’ “Culture” Claim Plaintiffs first assert that the impact of Cargill’s culture on African-American employees satisfies commonality. Plaintiffs assert that “Cargill’s systemic race discrimination is rooted in a pervasive and powerful homogeneous company culture.” (Mem. in Supp. of Pls.’ Mo. for Class Certification (Am.) at 4.) Plaintiffs contend that Cargill used its culture to influence the behavior of managers and employees throughout the organization. Plaintiffs contend that “[p]roof of a corporate culture that emanates from CEO pronouncements and fosters discrimination establishes commonality.” (Id. at 7.)
Plaintiffs contend that former Cargill Chief Executive Officer (“CEO”) and Board Chairman, Whitney MacMillan, encouraged homogeneity.6 In support of this contention, Plaintiffs point to a statement that MacMillan allegedly made in an annual recruiting meeting around 1993. Plaintiffs allege that MacMillan, a Caucasian, told a large group of Cargill recruiters, senior human resources professionals, and executives, including African-American employees Beverly Franklin and Duane Reed, that they should “recruit people that looked and talked like him.” (Schaefer Decl., ¶ 9, App. 7, Dep. of Duane Reed at 80-85; Dep. of Beverly Franklin at 16.) Although MacMillan was not Cargill’s CEO during the class period, Plaintiffs contend that MacMillan molded Cargill’s culture well into the liability period.
Cargill also contends that a company-wide “culture scan” that Cargill conducted in 2000 confirmed that homogeneity was a part of Cargill’s culture. Plaintiffs note that the scan determined that among the “keys” to “Cargill’s cultural core” were the descriptors “traditional,” “inward looking,” and “secretive.” (Schaefer Decl., ¶ 6, App. 4, Px # 755 at C551966-67, C551969-70.) Plaintiffs also contend that the scan articulated “secondary cultural attributes” including “assimilation,” “acculturation,” and “unearned privilege.” (Id. at C551981-82.) Plaintiffs contend that Cargill’s managers perpetuate these attributes by rewarding and advancing employees based on “sameness,” “fit,” “likeness,” or similar qualities. Finally, Plaintiffs contend that sociological research establishes that institutional barriers to equal treatment frequently arise when a group comprises a small percentage of the workforce. (Bielby Report at 10-16.) Plaintiffs contend that Bielby concluded that
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these barriers “are especially pronounced” at Cargill given the company’s culture of sustaining uniformity. (Id. at 4.)
*12 Cargill, on the other hand, contends that it is decentralized and requires many “cultures” in order to survive and thrive in the many facilities, industries, and countries in which it competes. Cargill contends that its many cultures vary from BU to BU. Cargill also contends that its decentralization was intentional. In support of this contention, Cargill notes that MacMillan testified that the only elements common to all of Cargill were “[t]eamwork, fun, [and] decentralized management system[s].” (Eng Aff., ¶ 4, Ex. B, Dep. of Whitney MacMillan at 53-54.)
Cargill contends that Plaintiffs incorrectly attempt to paint MacMillan as the impetus of a “common culture” of discrimination. Cargill asserts that even if MacMillan had stated that Cargill employees should recruit people who “looked and talked” like him, the statement was made long ago, and the two Cargill CEOs who cover the entire class period have supported and insisted upon building a diverse workforce at Cargill.7 For example, Cargill points out that Warren Staley, Cargill’s CEO since 1998, regularly issues corporate-wide statements that “[v]aluing differences isn’t just the nice thing to do, it’s the smart thing to do,” and that “[i]f we seek sameness in our people, we limit our ability to become a truly high performing organization.” (Eng Aff., ¶ 5, Exh. C, Tabs 11 at C610567, 4, and 7 at C360340.) Finally, Cargill asserts that Plaintiffs’ expert admits that Cargill does not have a centralized discriminatory culture.
The Court rejects Plaintiffs’ allegation that the impact of Cargill’s culture on African-American employees satisfies commonality. Plaintiffs primarily rely on MacMillan’s alleged statement that Cargill employees should recruit people who look and talk like him. But the Court finds that this statement is not sufficient to establish a common discriminatory culture against African-American employees, particularly given that MacMillan made the statement long before the liability period began and when the evidence shows that the two CEOs during the liability period valued diversity. The evidence also shows that although Cargill implements corporate policies throughout its company, it has varied cultures across BUs. The Court finds that Cargill’s statement that “Cargill’s systemic race discrimination is rooted in a pervasive and powerful homogeneous company culture” overstates the evidence in this case. The Court finds that such a conclusory statement does not satisfy the “commonality” requirement.
b. Plaintiffs’ “Systems” Claims Second, Plaintiffs assert that the design, centralized control, and impact of the systems at issue satisfy the commonality requirement. In particular, Plaintiffs contend that Cargill’s “performance appraisal system,” “systems for identifying talent and promoting employees,” the “compensation system,” and the “system for terminating employees” magnify the common impact of Cargill’s culture on the proposed class. Plaintiffs assert that Cargill’s corporate HR department centrally designed and administered on a companywide basis each system that the Plaintiffs challenge. Plaintiffs also assert that statistics further establish commonality by demonstrating the company-wide impact of Cargill’s culture and systems on the proposed class.
*13 In particular, Plaintiffs contend that, throughout the liability period, Cargill has centrally mandated and managed the PMP process. Plaintiffs allege that the six behavioral factors included in the PMP are subjective. Plaintiffs also contend that although Cargill corporate HR offers PMP training to managers, such training is not mandated. Finally, Plaintiffs contend that Cargill did nothing in response to a 1997 study that showed that African-American employees received lower PMP ratings than non-minority employees. Specifically, in 1997, Cargill executives reviewed a study of PMP overall performance ratings showing that 9.6% of minorities were rated below expectations compared to 0.6% of non-minority employees. It further showed that minorities were more likely (25%) to receive no review at all than their non-minority peers (18.9%). Plaintiffs contend that by never repeating the 1997 analysis, Cargill ignored the alleged adverse impact of the PMP system on salaried African-American employees. Plaintiffs contend that Cargill’s deliberate disregard of this impact raises the common issue of whether it intended to discriminate against African-American employees through the use of the PMP.
Plaintiffs further assert that the known negative impact of the PMP on African-American employees has continued throughout the liability period. In support of this contention and as an example, Plaintiffs contend that Plaintiff Michael Mitchell’s completed 2001 PMP was lowered two rating levels, from “exceeds some” to “meets some,” by his Caucasian manager after the review process was over, and the manager inserted criticism into the revised review that was inconsistent with his original review comments. (Schaefer Decl., ¶ 9, App. 7, Dep. of Michael Mitchell at 189-92, 197-98, 205.) Mitchell claims that, as a result of his PMP results, he was placed on a Performance Improvement Plan (“PIP”), and forced to resign a few months later. (Id. at 105-6, 255-56, 321-330.) Additionally, Plaintiffs contend that Peterson’s statistical analysis confirms widespread discrimination regarding the performance appraisal system. In analyzing the PMP ratings, Peterson concluded that “the overall patterns in which the treatment of African Americans is systematically dissimilar from that of people in their cohorts,” is disadvantageous to African-American employees by 9.42 standard deviations.8 (Peterson Report at 285.)
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Plaintiffs also contend that the systems that Cargill has used to identify and develop “high potential” employees and to promote employees are centrally controlled and have harmed African-American employees throughout the purported liability period. Plaintiffs assert that both KEIS and LTMP were centrally managed and used to develop and perpetuate Cargill’s culture. Plaintiffs allege that both processes involve categorizing employees’ potential based on largely subjective assessments. Plaintiffs also allege that the KEIS and LTMP processes have been entirely secretive because employees never knew of the ratings exercises or how they were evaluated under the systems.
*14 Plaintiffs contend that Cargill was aware that African-American employees received fewer high potential-ratings than their Caucasian peers, but did nothing to monitor these systems on African-American employees. Plaintiffs assert that because high-potential ratings are critical to advancement, African-American employees were not promoted. Plaintiffs also contend that, in addition to suppressing promotions awarded to African-American employees, KEIS and LTMP ratings kept African-American employees from being selected to participate in company-wide “leadership development” programs.
Next, Plaintiffs allege that Cargill’s promotion process is discretionary and shrouded in secrecy as evidenced by documents describing the promotion process as “secretive,” “a mystery,” “good old boys system,” “smoke and mirrors,” or a “tap on the shoulder system.” Plaintiffs contend that they and class members throughout Cargill’s operations were passed over for promotions in favor of less qualified non-African-American peers.9
Plaintiffs contend that this evidence, coupled with Peterson’s statistical analysis, compels a finding of commonality. Peterson calculated, within each cohort, “the perfect parity number of blacks who would be promoted,” “the actual number of blacks who were promoted,” and then the “variance that’s associated with that actual number.” (Peterson Report at 151-52.) Peterson then aggregated the results of each cohort analysis. (Id.) Peterson found that the resulting disparity was -4.82 standard deviations, or less than one chance in a million. (Id. at 22.)
Plaintiffs also contend that Cargill’s failure to implement suggested remedial measures for this known problem provides further support for finding commonality. Plaintiffs allege that HR personnel recommended implementing a company-wide job posting system through salary grade 13 in order to advance diversity and remedy the widespread perception that promotions are conducted through a “smoke and mirrors” or “tap-on-the shoulder” method. Although Plaintiffs acknowledge that many BUs have implemented job-posting, Plaintiffs contend that the company should have required all BUs to post for open positions.
Further, Plaintiffs assert that throughout the liability period, Cargill has operated a centrally designed and controlled “pay for performance” compensation system. Plaintiffs acknowledge that Cargill allowed base pay ranges to vary by BU, but contend that Cargill’s corporate headquarters otherwise maintained authority by mandating use of a single system for classifying jobs within pay grades and requiring each BU to report certain information. Plaintiffs admit that Cargill delegates authority to local managers to set individual pay increases and make discretionary pay decisions, and that Cargill holds the local managers accountable for such decisions. However, Plaintiffs contend that accountability is illusory because Cargill never required the BUs to conduct compensation analyses to examine how African-American employees fare at Cargill. Plaintiffs also contend that Cargill has not engaged in any corporate-wide analysis to determine whether the BUs have met their obligation to award pay increases and discretionary pay in a non-discriminatory manner.
*15 Plaintiffs also assert that Cargill’s compensation system reflects the company’s alleged secretive culture. Plaintiffs contend that African-American employees’ performance evaluations directly affect compensation, and because pay increases and discretionary pay are tied to these employees’ performance evaluations, the alleged discriminatory impact of the PMP system directly infects Cargill’s compensation system. Plaintiffs also maintain that the alleged discriminatory impact of KEIS and LTMP ratings also affect compensation decisions.
Plaintiffs further contend that Cargill has implemented its company-wide compensation system in a biased manner, resulting in lower pay increases and less discretionary pay than for similarly situated non-African-American peers. Plaintiffs and class members describe being paid less and receiving lower raises or bonuses than less qualified non-African-American peers doing similar or less responsible work. Plaintiffs also assert that Peterson’s two-part statistical analysis supports their contention that Cargill’s compensation system has operated to disadvantage the class throughout the liability period. Peterson first engaged in a pay progression study, which “offers a method for examining both pay and advancement practices, since pay increases often correspond to promotions and other advancement opportunities.” (Peterson Report at 29.) Plaintiffs contend that the results show that African-American employees received smaller pay increases than others in their cohorts. Plaintiffs contend that the overall disparity equates to -5.11 standard deviations, with a likelihood of less than one in six million that the imbalance occurred by chance. (Id. at 29.) Peterson also found “a strong pattern in which African Americans
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have received smaller bonuses, awards or incentives than have their cohort peers, measuring 10.38 standard deviations.” (Id. at 38.)
Finally, Plaintiffs assert that Cargill’s policies and system for terminating salaried employees are centralized. Plaintiffs point out that Cargill requires corporate approval of certain terminations. Plaintiffs contend that their descriptions of events surrounding their terminations establish the common nature of their complaints and the need to certify this claim on a class-wide basis. For example, Plaintiffs contend that they and other class members were told they were terminated because they did not “fit” at Cargill. (Schaefer Decl., ¶ 9, App. 7, Dep. of Keith Lewis at 203-05; Dep. of Michael Collier at 48-49.) Additionally, Sean Wright claims that he was terminated in an RIF when four Caucasian peers were retained. (Id.; Dep. of Sean Wright at 454.) Wright contends that the managers involved in making this decision would not let Wright see copies of the selection grids allegedly used to make the RIF determination. (Id. at 469-70.)
Plaintiffs also assert that Peterson’s statistical evidence supports certifying the termination claims on a class-wide basis. Peterson concluded that ninety-six more terminations occurred than would be expected if African-American employees were terminated in the same proportions as non-African-American employees. (Peterson Report at 44-50; Schaefer Decl., ¶ 5, App. 3, Peterson Dep. at 151 .) Plaintiffs contend that the excessive African-American involuntary terminations equates to -7.96 standard deviations. (Peterson Report at 44.)
*16 Cargill, on the other hand, asserts that Plaintiffs have not presented evidence of some common, discriminatory policy that affects members of the putative class in a consistent way. Cargill contends that the record demonstrates that Cargill does not have centrally designed and managed HR systems. Additionally, Cargill alleges that Plaintiffs have not presented evidence that Cargill’s decision-making on personnel matters is “entirely subjective.” Cargill also contends that Topel’s statistical evidence indicates that the numerical performance of Cargill’s African-American employees as compared to their white co-workers, varies tremendously across BUs: sometimes better, sometimes worse, sometimes exactly the same.
The Court agrees and finds that Plaintiffs have not satisfied the “commonality” requirement. After carefully considering the Plaintiffs’ allegations and the evidence submitted by the parties, the court finds no identifiable pattern or practice of discrimination that affects the purported class in common ways. The evidence shows that there has never been a uniform, centralized system of performance evaluation in place across Cargill BUs and locations. Instead, BUs adopting the PMP have customized the PMP to meet the needs of their particular industries and businesses. Additionally, the KRAs are unique to the individual whose performance is being measured. Thus, KRAs are dependent on an employee’s particular industry and the business strategies and goals of the particular business and location in which he or she works.
The Court also finds that the PMP is not entirely subjective. Conducting performance evaluations is a process that necessarily involves some discretion. See Abram v. United Parcel Serv. of America, Inc., 200 F.R.D. 424, 430 (E.D.Wisc.2001) (finding that “subjective criteria necessarily and legitimately enter into personnel decisions involving supervisory positions.”) Here, the behavioral factors in the PMP are objective as possible. Cargill also offered training on conducting PMP evaluations that addressed ways to make objective determinations. Moreover, many Plaintiffs testified that the PMP is a good tool and that its factors are job-related and reasonable.
Further, the Court finds that KEIS was not entirely subjective. Instructions defined the factors comprising a KEIS rating, and division heads’ ratings were subject to review. Further, Plaintiffs have offered neither evidence of intentional discrimination through the KEIS process nor any meaningful statistical support for such a proposition. The Court also rejects Plaintiffs’ claim of a common experience of discrimination under LTMP. Here, none of the named Plaintiffs has complained about LTMP, and Plaintiffs’ expert also has no criticism of it and has performed no statistical analysis relating to it. Further, Plaintiffs have never challenged the CLDP program manager’s assertion that granting affirmative preferences for African-Americans, not intentional discrimination, was standard procedure for the CLDP. Here, the program manager, Amy Cullen, testified that she selected every minority nominee for participation to maximize the diversity of the CLDP participant pool.
*17 The Court also finds that Plaintiffs’ claim that Cargill has engaged in a centralized pattern and practice of discrimination in the advancement of African-American employees ignores Cargill’s economic and business realities. Here, the actual promotion of employees occurs at the BU level. Open positions are filled in a multitude of ways, and the process by which promotions are made varies by BU and by business need. Peterson’s statistical analysis also weighs against a finding of commonality. Although Peterson claims that “Cargill promoted fewer African Americans than expected in 25 of the 48 job groups in which there are comparators and at least one promotion,” Peterson’s analysis demonstrates that in the other 23 job groups Cargill promoted more African-Americans than expected. (Peterson Report at 24, 26-27.)
11

Arnold v. Cargill Inc., Not Reported in F.Supp.2d (2006)
Additionally, Plaintiffs’ compensation claims do not establish commonality. The record demonstrates that Cargill does not have a centrally designed and managed compensation system. Rather, compensation plans at Cargill are designed and implemented at the BU level. Although Cargill articulates a broad compensation philosophy, the BUs and the BUs’ various locations are free to develop and implement compensation plans that meet their unique, competitive business needs as long as they meet “minimum standards” of legal compliance, fairness, and support of Cargill’s compensation philosophy. Further, Cargill limits managerial discretion by requiring that pay be linked to performance and external market rates.
The statistical evidence weighs against finding commonality with regard to Plaintiffs’ compensation claims. Using Peterson’s allegedly flawed definitions and methodology, rates of salary growth among African-American and Caucasian employees with similar performance reviews are statistically indistinguishable. Further, a proper analysis of change in total pay controlling for year, service, education, location, and type of work yields no statistically significant difference in total pay growth for African-American and Caucasian employees, even without controlling for performance, for both exempt and non-exempt employees. (Eng. Aff., ¶ 7, Ex. E, Expert Report of Robert Topel (“Topel Report”) at 54-57, Exs. 43-47.)
Finally, Cargill’s “termination system” does not support finding that Plaintiffs have satisfied the commonality requirement. Although Cargill issues corporate-level policy guidelines, the implementation, review, and accountability occurs at the BU level. The authority to terminate employees for cause has been delegated to division managers and, in turn, to managers at the local level, with oversight and assistance by local HR. Cargill’s “for cause” policy guidelines include the use of documentation, the provision of advanced warnings and opportunities for correction, the involvement of multiple decision makers, and, in many cases, multiple-level review. Additionally, Cargill’s RIF guidelines include documentation, consultation with local HR, preparation of job descriptions based on objective performance requirements, termination decisions based on employee qualifications as reflected on a selection grid, and approval and oversight. Thus, the termination process is not entirely subjective.
*18 The statistical evidence also weighs against finding commonality with regard to terminations. Racial disparity is statistically eliminated in performance-related terminations when actual performance is taken into account. (Topel Report at 64.) Furthermore, even accepting and using Peterson’s report, 82% of Cargill’s total employee population worked in divisions without a statistically significant deviation from the expected number of African-American terminations and 100 of 105 divisions (95.2%) did not experience any deviation. (Peterson Report at Table 6.1, 6.5.) Additionally, in the six divisions represented by the seven named Plaintiffs with involuntary termination claims, none had a statistically significant deviation from expected African-American terminations, and in three, the disparity favored African-Americans. (Id.)
In addition to finding that commonality is lacking for the above reasons, the Court also finds that Cargill’s diverse and complex business structure weighs against finding that Plaintiffs have satisfied commonality. See Wright v. Circuit City Stores, Inc., 201 F.R.D. 526, 540-42 (N.D.Ala.2001) (finding no commonality in a class action lawsuit against Circuit City, in part, because in Wright the purported class was spread across as many as fifteen states involving 125 to 160 different stores, warehouses, and service center facilities, each of which had varying degrees of autonomy over hiring, evaluation, and promotion decisions). The named Plaintiffs also come from only a small percentage of the total number of BUs, and even fewer of the actual locations that comprise Cargill’s domestic businesses. Here, the named Plaintiffs only worked at 13 of 87 BUs at the time this lawsuit was filed.
The wide array of positions that the putative class members have held also weighs against finding that commonality is satisfied. Here, the Named Plaintiffs worked as slaughterhouse supervisors and commodities traders. There are also hundreds, if not thousands, of managers and supervisors who evaluated putative class members and made promotion and other relevant decisions during the relevant time period. Thus, the court finds that the purported class is comprised of a large group of diverse and differently situated employees whose highly individualized claims of discrimination do not lend themselves to class-wide proof. This diversity weighs heavily against certification.
Finally, Peterson’s statistics do not establish a general practice of intentional discrimination. Peterson’s statistics weigh against certifying a class that includes multiple BUs, job families, and geographies, because Peterson’s data shows the wide statistical variation from BU to BU, from job family to job family, and from geography to geography. When examined individually, the BUs, job families, and geographies have no commonality whatsoever. Instead, they range from statistically significantly “unfavorable” to statistically significantly “favorable.” Further, Peterson’s analysis weighs against finding commonality because Peterson admits that the disparities he sees in performance ratings, promotions, compensation, and terminations may be explained by actual performance differences. Although Plaintiffs claim that Peterson was justified in omitting actual performance differences because this variable was allegedly tainted, Peterson’s report does not support such a conclusion. Thus, the Court accords less weight to Peterson’s report than Topel’s because Peterson omitted performance data.
12

Arnold v. Cargill Inc., Not Reported in F.Supp.2d (2006)
*19 Accordingly, the Court finds that the Plaintiffs have not demonstrated that a company-wide policy or practice fostering discrimination affected the putative class in a consistent way. Instead, Plaintiffs have only established that they have individual claims of discrimination. Where the proposed class is spread across various BUs and was subject to various decision-making authority affecting promotions, compensation, and terminations, class treatment is not appropriate. Accordingly, the Court finds that Plaintiffs have not satisfied the “commonality” requirement on this basis.
c. Plaintiffs’ “Failure to Remedy” Claim Finally, Plaintiffs assert that Cargill’s alleged failure to remedy the effect of its culture satisfies commonality. Specifically, Plaintiffs contend that Cargill failed to effectively exercise its centrally-managed diversity and EEO functions throughout the purported liability period.
First, Plaintiffs assert that before and throughout the liability period, Cargill established a pattern of acknowledging systemic discrimination, proposing specific remedial measures, and failing to adopt these measures. In support of this contention, Plaintiffs assert that in 1995, North American Operations President and current CEO Warren Staley sent a memo identifying steps Cargill was required to take in order to comply with a federal government agency’s requirements in response to a company-wide “glass ceiling” audit. According to Plaintiffs, however, there is no evidence that these directives were followed. Plaintiffs also point to an EEO statement issued by former CEO MacMillan, in which MacMillan promised that Cargill would evaluate managers and supervisors based on their contributions to Cargill’s achievement of its EEO objectives and that personnel decisions would be systematically audited to determine whether EEO practices are carried out in practice. Plaintiffs further allege that although MacMillan’s successor, Ernest Micek, testified that this policy continued throughout his tenure as CEO, neither promise has been kept.
Plaintiffs also assert that HR personnel recommended that Cargill require job postings for certain types of jobs, but that Cargill has not mandated universal job posting. Finally, Plaintiffs point to a 1997 legal analysis conducted of Cargill’s past and present salaried workforce that assessed Cargill’s potential risks in the area of EEO/diversity. Plaintiffs contend that in response to this analysis, a diversity committee and two Cargill executives made certain suggestions to the company’s most senior executives regarding measuring progress in advancing and retaining minority employees and evaluating managers on achieving goals in these areas. Plaintiffs point out that these recommendations were not adopted.
Second, Plaintiffs assert that a pattern of failing to address discrimination continued after Cargill launched the “Valuing Differences Initiative” (“VDI”). In May 1998, Cargill launched VDI in response to the results of the 1997 analysis. Plaintiffs point to a memo in which Cargill personnel warned that the hiring and promotion processes needed improvement in order to increase utilization of women and racial minorities. Plaintiffs contend, however, that Cargill did nothing to improve its promotion process relating to women or minorities in response to these warnings. Plaintiffs further contend that managers made numerous recommendations to measure diversity progress under VDI, but that Cargill did not adopt any of these recommended measures. Plaintiffs also contend that Bielby’s report shows that Cargill’s alleged hostility, lack of commitment, and repeated failure to follow through sent the message that diversity was not really valued or a priority at Cargill. In conclusion, Plaintiffs assert that this evidence of Cargill’s awareness of the alleged pattern of race discrimination and its centralized failure to follow repeated recommendations designed to address and begin to remedy this pattern bears directly on commonality.
*20 Cargill, on the other hand, contends that Plaintiffs’ allegations concerning EEO accountability are not a proper substitute for proof of intentional discrimination. Cargill contends that Plaintiffs offer no evidence that Cargill took “inadequate” EEO accountability measures, let alone that it did so out of an intent to discriminate against its African-American employees. In support of its position, Cargill contends that its EEO policies and its workplace diversity programs are state of the art. Cargill also contends that Bielby ignores the differences between intent and impact. In particular, Cargill contends that Bielby does not suggest that Cargill’s alleged failure to “monitor” or “measure” the results of its efforts concerning minority representation reflects or constitutes intentional race discrimination.
The Court finds that Plaintiffs’ contention that Cargill’s alleged failure to effectively exercise centralized control of its EEO function does not establish commonality. Although Plaintiffs point to various recommendations that were not adopted, Plaintiffs offer no evidence that Cargill took inadequate EEO accountability measures, let alone that it did so out of an intent to discriminate against African-American employees. Instead, in response to concerns, Cargill created VDI and sponsored the Ebony Council, a corporate initiative to gain feedback from Cargill’s African-American employees. Further, Plaintiffs admit that, in response to VDI, Cargill asked BU Leaders in their annual “contract” with the CEO beginning in 2002-03, “what meaningful steps are you taking in the area of valuing differences?” (Schaefer Decl., ¶ 6, Px # 947.) Cargill also implemented
13

Arnold v. Cargill Inc., Not Reported in F.Supp.2d (2006)
various EEO policies and requirements. For example, Cargill requires BUs to create affirmative action plans in compliance with federal law, requires use of selection grids and recommends law department review for group RIFs, recommends that performance-improvement efforts be made prior to terminations for cause, and audits and benchmarks its HR policies and practices against the best practices of other international companies. Plaintiffs do not disagree that Cargill has such policies, but rather contends that Cargill did not do enough to measure the results of such policies on African-American employees. The Court agrees with Cargill that although Bielby contends that more EEO monitoring is a good idea, failing to collect such data is not discriminatory and does not constitute evidence of intentional discrimination. Accordingly, the Court finds that Plaintiffs have not satisfied the “commonality” requirement on this basis.
3. Typicality The typicality rule requires that the claims or defenses of the representative parties be typical of the claims or defenses of the class. Paxton, 688 F.2d at 561. This requirement is generally satisfied if the claims or defenses of the representatives and the members of the prospective class are based on the same legal or remedial theory. Paxton, 688 F.2d at 561-62.
*21 Plaintiffs contend that their legal theory-“that Cargill violated and continues to violate § 1981 through the impact of its culture on the centralized HR systems at issue and its failure to address the resulting systemic discrimination”-is the same as that of the class they seek to represent. (Mem. in Supp. of Pls.’ Mot. for Class Certification (Am.) at 37.) Cargill, on the other hand, contends that Plaintiffs’ claims are not typical because they do not arise from the same event, practice, or course of conduct. Instead, Cargill asserts that Plaintiffs have aggregated numerous individual complaints that require individualized proof and give rise to individualized defenses. Cargill further contends that the named Plaintiffs’ testimony adds no support to their allegation of uniform discriminatory “systems” because each one of their claims concerns specific incidents such as specific denials of promotions, specific comments allegedly made by specific supervisors, and specific ratings provided by specific reviewers.
Having reviewed the affidavits and declarations of the named Plaintiffs and the prospective class members, the Court finds that the named Plaintiffs do not have the same or similar grievances as the proposed class members. Although Plaintiffs share the common position of being African-American salaried employees, their allegations are distinct and individualized. Their claims are not susceptible to generalized proof or defenses. Plaintiffs were employed in different BUs, in different geographical areas, and in different jobs. Plaintiffs seek to represent individuals who worked in different BUs and geographical areas, and who reported to numerous autonomous decision-makers. Thus, Plaintiffs’ claims do not lend themselves to class treatment. Accordingly, Plaintiffs have not satisfied the “typicality” requirement.
4. Adequacy The fourth requirement of Rule 23(a) provides that plaintiffs show that the representatives will fairly and adequately protect the interests of the class. In re Potash, 159 F.R.D. at 692. In order to satisfy this requirement, Plaintiffs must show that: (1) the representatives and their attorneys are able and willing to prosecute the action competently and vigorously; and (2) each representative’s interests are sufficiently similar to those of the class that it is unlikely that their goals and viewpoints will diverge. In re Potash, 159 F.R.D. at 692. Otherwise stated, adequate representation turns upon the qualifications and experience of the plaintiffs’ counsel to conduct the litigation and whether the plaintiffs have any interests antagonistic to the class. In re Potash, 159 F.R.D. at 692.
Regarding counsel’s adequacy, there is no dispute that the Plaintiffs’ counsel are experienced in the representation of plaintiff classes, particularly in the area of employment discrimination claims, and have the means to litigate this matter as a class action.
Regarding the representatives’ adequacy, Plaintiffs assert that they are challenging the same unlawful conduct and seeking the same relief as the remainder of the class. Specifically, Plaintiffs contend that their right to relief, like that of the absent class members, depends on proving that Cargill engaged in a policy, pattern, or practice of discrimination against African-American salaried employees by paying them less than similarly-situated peers, failing to promote and develop them in the same manner as these peers, and terminating them far more frequently than these peers. Cargill, on the other hand, asserts that the named Plaintiffs are inadequate representatives for three primary reasons. First, Cargill asserts that, to the extent that the putative class alleges that the policies and practices of supervisory employees are discriminatory and hinder the promotion, advancement, and compensation of non-supervisory employees, such supervisory and non-supervisory employees do not belong in the same class. Second, Cargill asserts that a significant conflict of interest exists between current
14

Arnold v. Cargill Inc., Not Reported in F.Supp.2d (2006)
and former employees in a class seeking both monetary and injunctive relief. Third, Cargill asserts that this litigation was “law-firm inspired” because virtually all of the Named Plaintiffs were recruited by Plaintiffs’ counsel or counsel’s agent. (Cargill’s Mem. in Opp. to Pls.’ Mot. for Class Certification at 45.)
*22 The Court finds that Plaintiffs cannot establish that each representative’s interests are sufficiently similar to those of the class so that it is unlikely that their goals and viewpoints will not diverge. Here, named Plaintiffs supervised African-American employees, including putative class members, and/or made employment-related decisions of the type complained of in this lawsuit with respect to other African-Americans. Similarly, the named Plaintiffs were supervised by putative class members, including other named Plaintiffs, and/or they were decision makers with respect to decisions about which other putative class members complain. The named Plaintiffs even accuse other African-Americans, and fellow members of the putative class of engaging in discriminatory behavior.
Accordingly, the Court finds that Plaintiffs have not satisfied the “adequacy” requirement with regard to the class representatives. The Court need not reach Cargill’s contentions that a conflict of interest exists between current and former employees in a class seeking both monetary and injunctive relief and that the Plaintiffs’ counsel inspired this lawsuit.
Having failed to meet the prerequisites to the maintenance of a class action, the Court need not reach whether this action falls within the categories identified in Fed.R.Civ.P. 23(b). See Allen v. City of Chicago, 828 F.Supp. 543, 554 (N. D.Ill.1993).

Conclusion
Accordingly, IT IS HEREBY ORDERED THAT:
1. Defendant’s Amended Motion to Strike Expert Reports and Opinions of Ronald L. Adler, William T. Bielby, and David W. Peterson (Doc. No. 431) is GRANTED IN PART AND DENIED IN PART AS FOLLOWS:
a. Defendant’s Motion to Strike the Expert Report and Opinions of Ronald L. Adler is GRANTED.
b. Defendant’s Motion to Strike the Expert Reports and Opinions of William T. Bielby and David W. Peterson is DENIED.
2. Plaintiffs’ Motion for Class Certification (Doc. No. 250) is DENIED.

Footnotes

1

Five Plaintiffs also assert disparate impact race discrimination claims under the Minnesota Human Rights Act, Minn.Stat. §

A363.28, subd. 10, et. seq., but are not moving to certify a class on these claims.

2

To establish liability based on a pattern or practice of disparate treatment, Plaintiffs must prove that the defendant “ ‘regularly and

purposefully treated members of the protected group less favorably and that unlawful discrimination was the employer’s ‘regular

procedure or policy.’ “ E.E. O.C. v. McDonnell Douglas Corp., 191 F.3d 948, 951 (8th Cir.1999) (quoting Int’l Bhd. of Teamsters

v. United States, 431 U.S. 324, 335 & 360 (1977)). In other words, Plaintiffs must demonstrate that intentional discrimination was

Cargill’s “standard operating procedure the regular rather than the unusual practice.” Teamsters, 431 U.S. at 336. Disparate

treatment occurs where “[t]he employer simply treats some people less favorably than others because of their race, color, religion,

sex or national origin.” Id. at 335 n. 15. “Proof of discriminatory motive is critical, although it can in some situations be inferred

from the mere fact of differences in treatment.” Id. To prove a disparate treatment claim, plaintiffs typically offer statistical

evidence of disparities between protected and unprotected employees who are otherwise similarly situated. Craik v. Minn. State

Univ. Bd., 731 F.2d 465, 470 (8th Cir.1984). But statistics alone are not dispositive. Catlett v. Mo. Highway & Transp. Comm’n,

828 F.2d 1260, 1265 (8th Cir.1987). And employers may show that the plaintiffs’ “proof is either inaccurate or insignificant.”

Craik, 731 F.2d at 470 (quoting Teamsters, 431 U.S. at 360).

3

Della Dickson was originally listed as a named plaintiff and class representative, but died on July 24, 2005. On March 2, 2006, the

Court granted Plaintiffs’ Motion for Substitution and ordered that Janice Lintz, Personal Representative of Della Dickson’s estate,

be substituted as a named Plaintiff in the place of Della Dickson. Dickson’s estate now represents her legal interests in this case

and Plaintiffs no longer propose Dickson as a class representative.

4

Noting Cargill’s objection, the Court grants Plaintiffs’ Motion for Leave to File a Supplemental Declaration of David W. Peterson,

15

Arnold v. Cargill Inc., Not Reported in F.Supp.2d (2006)

Ph.D., because the admission of the declaration makes no difference as to the outcome of the motion.

5

Specifically, Peterson conducted multiple regression analyses. “A multiple regression analysis attempts to reveal relationships

between explanatory variables and a dependent variable.” Morgan v. United Parcel Serv. of America, Inc., 380 F.3d 459, 466 (8th

Cir.2004) (citing Daniel L. Rubinfeld, Reference Guide on Multiple Regression, in Federal Judicial Center, Reference Manual on

Scientific Evidence 181 (2d ed.2000). Explanatory variables those factors that one would expect to influence the dependent

variable and for which the regression controls. Id.

6

MacMillan was Cargill’s CEO and Board Chairman from 1977 to August 1995.

7

MacMillan denies making this statement.

8

The Supreme Court has explained that “[a]s a general rule ..., if the difference between the expected value and the observed

number is greater than two or three standard deviations,” the disparity is not due to chance. Castaneda v. Partida, 430 U.S. 482,

496-97 (1977).

9

Plaintiffs also assert that the fact that some of Plaintiffs’ promotion claims are governed by a six-year statute of limitations period

while other claims are subject to a four-year limitations period does not diminish the susceptibility of this action to class treatment.

See the Court’s March 22, 2005 Order (holding that Minnesota’s six-year statute of limitations applies to Plaintiffs’ promotions

claims that were cognizable under 42 U.S.C. § 1981 before enactment of the Civil Rights Act of 1991, 42 U.S.C. § 2000e-2(k)).

But the Court need not reach this issue because it denies Plaintiffs’ motion for class certification on other grounds.

16

 
 Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 1 of 82
CLOSED, CV, PHV, PROTO, T7
U.S. District Court District of Minnesota (DMN) CIVIL DOCKET FOR CASE #: 0:01−cv−02086−DWF−AJB

Arnold, et al v. Cargill Incorporated Assigned to: Judge Donovan W. Frank Referred to: Magistrate Judge Arthur J. Boylan Demand: $0 Cause: 42:1981 Job Discrimination (Race)
Plaintiff
Roderick Arnold TERMINATED: 07/03/2007

Date Filed: 11/15/2001 Date Terminated: 07/02/2007 Jury Demand: Plaintiff Nature of Suit: 442 Civil Rights: Jobs Jurisdiction: Federal Question
represented by Adam A Gillette Fruth, Jamison &Elsass 3902 IDS Center 80 S. 8th Street Minneapolis, MN 55402 612−344−9700 Fax: 612−344−9705 Email: agillette@fruthlaw.com TERMINATED: 05/15/2007 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Barbara J Felt Heins Mills &Olson, PLC 310 Clifton Ave Mpls, MN 55403 612−338−4605 Fax: 612−338−4692 Email: bfelt@heinsmills.com LEAD ATTORNEY ATTORNEY TO BE NOTICED
Christine E Webber Cohen Milstein Sellers &Toll PLLC 1100 New York Ave NW Ste 500 Washington, DC 20005−3934 202−408−4616 Email: cwebber@cmht.com LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Joseph M Sellers Cohen Milstein Sellers &Toll PLLC 1100 New York Ave NW Ste 500 Washington, DC 20005−3934 202−408−4604 Email: jsellers@cmht.com LEAD ATTORNEY ATTORNEY TO BE NOTICED
Lawrence P Schaefer Schaefer Law Firm, LLC 220 S 6th St Ste 1700 Mpls, MN 55402 612−341−1201 Fax: 612−339−3161 Email: lschaefer@schaeferlaw.com TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 2 of 82
Lisa C Stratton Gender Justice Minnesota Women's Building 550 Rice St., Suite 105 St. Paul, MN 55103 612−636−0524 Email: lisa.stratton@genderjustice.us TERMINATED: 08/18/2003 LEAD ATTORNEY
Llezlie Green Cohen Milstein Sellers &Toll PLLC 1100 New York Ave NW Ste 500 Washington, DC 20005−3934 202−408−4653 Email: lgreen@cohenmilstein.com LEAD ATTORNEY ATTORNEY TO BE NOTICED
Michael D Lieder Sprenger &Lang, PLLC 1400 Eye St NW Ste 500 Washington, DC 20005 202−772−1159 Fax: 202−332−6652 Email: mlieder@sprengerlang.com TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Paul C Sprenger Sprenger &Lang 1614 20th St NW INACTIVE Washington, DC 20009 202−363−6025 Fax: 202−363−0641 Email: psprenger@sprengerlang.com TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Samuel D Heins Heins Mills &Olson, PLC 310 Clifton Ave Mpls, MN 55403 612−338−4605 Fax: 612−338−4692 Email: sheins@heinsmills.com LEAD ATTORNEY ATTORNEY TO BE NOTICED
Sara L Madsen Lockridge Grindal Nauen PLLP 100 Washington Ave S Ste 2200 INACTIVE Mpls, MN 55401 612−596−4031 Email: slmadsen@locklaw.com TERMINATED: 08/16/2002 LEAD ATTORNEY
Steven M Sprenger

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 3 of 82
Sprenger &Lang, PLLC 1400 Eye St NW Ste 500 Washington, DC 20005 202−772−1160 Fax: 202−332−6652 Email: ssprenger@sprengerlang.com TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Susan M Coler Halunen &Associates 1650 IDS Center 80 South Eighth Street Mpls, MN 55402 612−605−4098 Fax: 612−605−4099 Email: coler@halunenlaw.com TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Susan E MacMenamin Halleland Lewis Nilan &Johnson PA 220 S 6th St Ste 600 INACTIVE Mpls, MN 55402 612−338−1838 Fax: 612−338−7858 Email: smacmenamin@halleland.com TERMINATED: 02/09/2006 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Teresa K Patton Strusinski, Libby &Assoc. P.A. 1740 Rice Street Ste 280 INACTIVE St Paul, MN 55113 651−487−1208 Fax: 651−487−0662 Email: tpatton99@comcast.net TERMINATED: 01/05/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
David E Schlesinger Nichols Kaster, PLLP 80 S 8th St Ste 4600 Mpls, MN 55402−2242 612−256−3200 Fax: 612−338−4878 Email: schlesinger@nka.com ATTORNEY TO BE NOTICED
James H Kaster Nichols Kaster, PLLP 80 S 8th St Ste 4600 Mpls, MN 55402−2242 612−256−3200 Fax: 612−338−4878 Email: kaster@nka.com ATTORNEY TO BE NOTICED

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 4 of 82

Plaintiff
Nii−Akwei Acquaye TERMINATED: 07/03/2007

represented by Adam A Gillette (See above for address) TERMINATED: 05/15/2007 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Barbara J Felt (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Christine E Webber (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
David E Schlesinger (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Joseph M Sellers (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Lawrence P Schaefer (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Lisa C Stratton (See above for address) TERMINATED: 08/18/2003 LEAD ATTORNEY
Llezlie Green (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Michael D Lieder (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Paul C Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Samuel D Heins (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Sara L Madsen (See above for address)

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 5 of 82

TERMINATED: 08/16/2002 LEAD ATTORNEY

Steven M Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Susan M Coler (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Susan E MacMenamin (See above for address) TERMINATED: 02/09/2006 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Teresa K Patton (See above for address) TERMINATED: 01/05/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

James H Kaster (See above for address) ATTORNEY TO BE NOTICED

Plaintiff
Sean Allen TERMINATED: 07/03/2007

represented by Adam A Gillette (See above for address) TERMINATED: 05/15/2007 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Barbara J Felt (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Christine E Webber (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

David E Schlesinger (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Joseph M Sellers (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Lawrence P Schaefer (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 6 of 82
ATTORNEY TO BE NOTICED
Lisa C Stratton (See above for address) TERMINATED: 08/18/2003 LEAD ATTORNEY
Llezlie Green (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Michael D Lieder (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Paul C Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Samuel D Heins (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Sara L Madsen (See above for address) TERMINATED: 08/16/2002 LEAD ATTORNEY
Steven M Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Susan M Coler (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Susan E MacMenamin (See above for address) TERMINATED: 02/09/2006 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Teresa K Patton (See above for address) TERMINATED: 01/05/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
James H Kaster (See above for address) ATTORNEY TO BE NOTICED
Plaintiff

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 7 of 82

Hollis Branham

represented by Adam A Gillette (See above for address) TERMINATED: 05/15/2007 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Barbara J Felt (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Christine E Webber (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

David E Schlesinger (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Joseph M Sellers (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Lawrence P Schaefer (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Lisa C Stratton (See above for address) TERMINATED: 10/04/2002 LEAD ATTORNEY

Llezlie Green (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Michael D Lieder (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Paul C Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Samuel D Heins (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Sara L Madsen (See above for address) TERMINATED: 08/16/2002 LEAD ATTORNEY

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 8 of 82

Plaintiff Toya Brown

Steven M Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Susan M Coler (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Susan E MacMenamin (See above for address) TERMINATED: 02/09/2006 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Teresa K Patton (See above for address) TERMINATED: 01/05/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
James H Kaster (See above for address) ATTORNEY TO BE NOTICED
represented by Adam A Gillette (See above for address) TERMINATED: 05/15/2007 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Barbara J Felt (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Christine E Webber (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
David E Schlesinger (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Joseph M Sellers (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Lawrence P Schaefer (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 9 of 82

Lisa C Stratton (See above for address) TERMINATED: 10/04/2002 LEAD ATTORNEY

Llezlie Green (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Michael D Lieder (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Paul C Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Samuel D Heins (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Sara L Madsen (See above for address) TERMINATED: 08/16/2002 LEAD ATTORNEY

Steven M Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Susan M Coler (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Susan E MacMenamin (See above for address) TERMINATED: 02/09/2006 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Teresa K Patton (See above for address) TERMINATED: 01/05/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

James H Kaster (See above for address) ATTORNEY TO BE NOTICED

Plaintiff Dawn Collins

represented by

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 10 of 82
Adam A Gillette (See above for address) TERMINATED: 05/15/2007 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Barbara J Felt (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Christine E Webber (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
David E Schlesinger (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Joseph M Sellers (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Lawrence P Schaefer (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Lisa C Stratton (See above for address) TERMINATED: 10/04/2002 LEAD ATTORNEY
Llezlie Green (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Michael D Lieder (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Paul C Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Samuel D Heins (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Sara L Madsen (See above for address) TERMINATED: 08/16/2002 LEAD ATTORNEY

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 11 of 82

Plaintiff
Louis Darden TERMINATED: 07/03/2007

Steven M Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Susan M Coler (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Susan E MacMenamin (See above for address) TERMINATED: 02/09/2006 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Teresa K Patton (See above for address) TERMINATED: 01/05/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
James H Kaster (See above for address) ATTORNEY TO BE NOTICED
represented by Adam A Gillette (See above for address) TERMINATED: 05/15/2007 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Barbara J Felt (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Christine E Webber (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
David E Schlesinger (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Joseph M Sellers (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Lawrence P Schaefer (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 12 of 82

Lisa C Stratton (See above for address) TERMINATED: 10/04/2002 LEAD ATTORNEY

Llezlie Green (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Michael D Lieder (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Paul C Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Samuel D Heins (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Sara L Madsen (See above for address) TERMINATED: 08/16/2002 LEAD ATTORNEY

Steven M Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Susan M Coler (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Susan E MacMenamin (See above for address) TERMINATED: 02/09/2006 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Teresa K Patton (See above for address) TERMINATED: 01/05/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

James H Kaster (See above for address) ATTORNEY TO BE NOTICED

Plaintiff

represented by

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 13 of 82

Della Dickson TERMINATED: 03/02/2006

Adam A Gillette (See above for address) TERMINATED: 05/15/2007 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Barbara J Felt (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Christine E Webber (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Joseph M Sellers (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Lawrence P Schaefer (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Lisa C Stratton (See above for address) TERMINATED: 10/04/2002 LEAD ATTORNEY

Llezlie Green (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Michael D Lieder (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Paul C Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Samuel D Heins (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Sara L Madsen (See above for address) TERMINATED: 08/16/2002 LEAD ATTORNEY

Steven M Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 14 of 82

PRO HAC VICE ATTORNEY TO BE NOTICED

Susan M Coler (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Susan E MacMenamin (See above for address) TERMINATED: 02/09/2006 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Teresa K Patton (See above for address) TERMINATED: 01/05/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

James H Kaster (See above for address) ATTORNEY TO BE NOTICED

Plaintiff Virgina Douglas

represented by Adam A Gillette (See above for address) TERMINATED: 05/15/2007 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Barbara J Felt (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Christine E Webber (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

David E Schlesinger (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Joseph M Sellers (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Lawrence P Schaefer (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Lisa C Stratton (See above for address) TERMINATED: 10/04/2002 LEAD ATTORNEY

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 15 of 82

Llezlie Green (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Michael D Lieder (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Paul C Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Samuel D Heins (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Sara L Madsen (See above for address) TERMINATED: 08/16/2002 LEAD ATTORNEY

Steven M Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Susan M Coler (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Susan E MacMenamin (See above for address) TERMINATED: 02/09/2006 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Teresa K Patton (See above for address) TERMINATED: 01/05/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

James H Kaster (See above for address) ATTORNEY TO BE NOTICED

Plaintiff Ronald Garrus

represented by Adam A Gillette (See above for address) TERMINATED: 05/15/2007 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 16 of 82
Barbara J Felt (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Christine E Webber (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
David E Schlesinger (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Joseph M Sellers (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Lawrence P Schaefer (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Lisa C Stratton (See above for address) TERMINATED: 10/04/2002 LEAD ATTORNEY
Llezlie Green (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Michael D Lieder (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Paul C Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Samuel D Heins (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Sara L Madsen (See above for address) TERMINATED: 08/16/2002 LEAD ATTORNEY
Steven M Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 17 of 82

ATTORNEY TO BE NOTICED

Susan M Coler (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Susan E MacMenamin (See above for address) TERMINATED: 02/09/2006 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Teresa K Patton (See above for address) TERMINATED: 01/05/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

James H Kaster (See above for address) ATTORNEY TO BE NOTICED

Plaintiff
Margo Harvey TERMINATED: 07/13/2004

represented by Lawrence P Schaefer (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Lisa C Stratton (See above for address) TERMINATED: 10/04/2002 LEAD ATTORNEY

Michael D Lieder (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Paul C Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Sara L Madsen (See above for address) TERMINATED: 08/16/2002 LEAD ATTORNEY

Steven M Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Susan M Coler (See above for address) TERMINATED: 01/26/2005

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 18 of 82

LEAD ATTORNEY ATTORNEY TO BE NOTICED

Teresa K Patton (See above for address) TERMINATED: 01/05/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

James H Kaster (See above for address) ATTORNEY TO BE NOTICED

Plaintiff
Cheneta Hugley TERMINATED: 05/25/2007

represented by Adam A Gillette (See above for address) TERMINATED: 05/15/2007 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Barbara J Felt (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Christine E Webber (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

David E Schlesinger (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Joseph M Sellers (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Lawrence P Schaefer (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Lisa C Stratton (See above for address) TERMINATED: 10/04/2002 LEAD ATTORNEY

Llezlie Green (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Michael D Lieder (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 19 of 82

Paul C Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Samuel D Heins (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Sara L Madsen (See above for address) TERMINATED: 08/16/2002 LEAD ATTORNEY

Steven M Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Susan M Coler (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Susan E MacMenamin (See above for address) TERMINATED: 02/09/2006 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Teresa K Patton (See above for address) TERMINATED: 01/05/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

James H Kaster (See above for address) ATTORNEY TO BE NOTICED

Plaintiff
Jacqueline Jenkins TERMINATED: 07/03/2007

represented by Adam A Gillette (See above for address) TERMINATED: 05/15/2007 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Barbara J Felt (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Christine E Webber (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

David E Schlesinger

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 20 of 82
(See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Joseph M Sellers (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Lawrence P Schaefer (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Lisa C Stratton (See above for address) TERMINATED: 10/04/2002 LEAD ATTORNEY
Llezlie Green (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Michael D Lieder (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Paul C Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Samuel D Heins (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Sara L Madsen (See above for address) TERMINATED: 08/16/2002 LEAD ATTORNEY
Steven M Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Susan M Coler (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Susan E MacMenamin (See above for address) TERMINATED: 02/09/2006 LEAD ATTORNEY

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 21 of 82

ATTORNEY TO BE NOTICED

Teresa K Patton (See above for address) TERMINATED: 01/05/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

James H Kaster (See above for address) ATTORNEY TO BE NOTICED

Plaintiff
Keith Lewis TERMINATED: 07/03/2007

represented by Adam A Gillette (See above for address) TERMINATED: 05/15/2007 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Barbara J Felt (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Christine E Webber (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

David E Schlesinger (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Joseph M Sellers (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Lawrence P Schaefer (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Lisa C Stratton (See above for address) TERMINATED: 10/04/2002 LEAD ATTORNEY

Llezlie Green (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Michael D Lieder (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Paul C Sprenger

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 22 of 82

(See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Samuel D Heins (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Sara L Madsen (See above for address) TERMINATED: 08/16/2002 LEAD ATTORNEY

Steven M Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Susan M Coler (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Susan E MacMenamin (See above for address) TERMINATED: 02/09/2006 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Teresa K Patton (See above for address) TERMINATED: 01/05/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

James H Kaster (See above for address) ATTORNEY TO BE NOTICED

Plaintiff Valerie Mason−Robinson

represented by Adam A Gillette (See above for address) TERMINATED: 05/15/2007 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Barbara J Felt (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Christine E Webber (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

David E Schlesinger (See above for address)

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 23 of 82
LEAD ATTORNEY ATTORNEY TO BE NOTICED
Joseph M Sellers (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Lawrence P Schaefer (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Lisa C Stratton (See above for address) TERMINATED: 10/04/2002 LEAD ATTORNEY
Llezlie Green (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Michael D Lieder (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Paul C Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Samuel D Heins (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Sara L Madsen (See above for address) TERMINATED: 08/16/2002 LEAD ATTORNEY
Steven M Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Susan M Coler (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Susan E MacMenamin (See above for address) TERMINATED: 02/09/2006 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 24 of 82

Plaintiff
Michael Mitchell TERMINATED: 07/03/2007

Teresa K Patton (See above for address) TERMINATED: 01/05/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
James H Kaster (See above for address) ATTORNEY TO BE NOTICED
represented by Adam A Gillette (See above for address) TERMINATED: 05/15/2007 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Barbara J Felt (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Christine E Webber (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
David E Schlesinger (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Joseph M Sellers (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Lawrence P Schaefer (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Lisa C Stratton (See above for address) TERMINATED: 10/04/2002 LEAD ATTORNEY
Llezlie Green (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Michael D Lieder (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Paul C Sprenger (See above for address)

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 25 of 82

TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Samuel D Heins (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Sara L Madsen (See above for address) TERMINATED: 08/16/2002 LEAD ATTORNEY

Steven M Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Susan M Coler (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Susan E MacMenamin (See above for address) TERMINATED: 02/09/2006 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Teresa K Patton (See above for address) TERMINATED: 01/05/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

James H Kaster (See above for address) ATTORNEY TO BE NOTICED

Plaintiff
Phyllis Reece TERMINATED: 05/25/2007

represented by Adam A Gillette (See above for address) TERMINATED: 05/15/2007 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Barbara J Felt (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Christine E Webber (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

David E Schlesinger (See above for address) LEAD ATTORNEY

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 26 of 82
ATTORNEY TO BE NOTICED
Joseph M Sellers (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Lawrence P Schaefer (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Lisa C Stratton (See above for address) TERMINATED: 10/04/2002 LEAD ATTORNEY
Llezlie Green (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Michael D Lieder (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Paul C Sprenger (See above for address) TERMINATED: 03/28/2002 LEAD ATTORNEY
Samuel D Heins (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Sara L Madsen (See above for address) TERMINATED: 08/16/2002 LEAD ATTORNEY
Steven M Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Susan M Coler (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Susan E MacMenamin (See above for address) TERMINATED: 02/09/2006 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Teresa K Patton

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 27 of 82

(See above for address) TERMINATED: 01/05/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

James H Kaster (See above for address) ATTORNEY TO BE NOTICED

Plaintiff Tonya Ross

represented by Adam A Gillette (See above for address) TERMINATED: 05/15/2007 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Barbara J Felt (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Christine E Webber (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

David E Schlesinger (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Joseph M Sellers (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Lawrence P Schaefer (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Lisa C Stratton (See above for address) TERMINATED: 10/04/2002 LEAD ATTORNEY

Llezlie Green (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Michael D Lieder (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Paul C Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 28 of 82

ATTORNEY TO BE NOTICED

Samuel D Heins (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Sara L Madsen (See above for address) TERMINATED: 08/16/2002 LEAD ATTORNEY

Steven M Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Susan M Coler (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Susan E MacMenamin (See above for address) TERMINATED: 02/09/2006 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Teresa K Patton (See above for address) TERMINATED: 01/05/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

James H Kaster (See above for address) ATTORNEY TO BE NOTICED

Plaintiff Charles Scott

represented by Adam A Gillette (See above for address) TERMINATED: 05/15/2007 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Barbara J Felt (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Christine E Webber (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

David E Schlesinger (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 29 of 82
Joseph M Sellers (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Lawrence P Schaefer (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Lisa C Stratton (See above for address) TERMINATED: 10/04/2002 LEAD ATTORNEY
Llezlie Green (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Michael D Lieder (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Paul C Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Samuel D Heins (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Sara L Madsen (See above for address) TERMINATED: 08/16/2002 LEAD ATTORNEY
Steven M Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Susan M Coler (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Susan E MacMenamin (See above for address) TERMINATED: 02/09/2006 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Teresa K Patton (See above for address)

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 30 of 82

TERMINATED: 01/05/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

James H Kaster (See above for address) ATTORNEY TO BE NOTICED

Plaintiff Clintonia Simmons

represented by Adam A Gillette (See above for address) TERMINATED: 05/15/2007 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Barbara J Felt (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Christine E Webber (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

David E Schlesinger (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Joseph M Sellers (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Lawrence P Schaefer (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Lisa C Stratton (See above for address) TERMINATED: 10/04/2002 LEAD ATTORNEY

Llezlie Green (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Michael D Lieder (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Paul C Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 31 of 82

Plaintiff
Tausha Tate TERMINATED: 07/03/2007

Samuel D Heins (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Sara L Madsen (See above for address) TERMINATED: 08/16/2002 LEAD ATTORNEY
Steven M Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Susan M Coler (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Susan E MacMenamin (See above for address) TERMINATED: 02/09/2006 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Teresa K Patton (See above for address) TERMINATED: 01/05/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
James H Kaster (See above for address) ATTORNEY TO BE NOTICED
represented by Adam A Gillette (See above for address) TERMINATED: 05/15/2007 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Barbara J Felt (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Christine E Webber (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
David E Schlesinger (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Joseph M Sellers

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 32 of 82
(See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Lawrence P Schaefer (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Lisa C Stratton (See above for address) TERMINATED: 10/04/2002 LEAD ATTORNEY
Llezlie Green (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Michael D Lieder (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Paul C Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Samuel D Heins (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Sara L Madsen (See above for address) TERMINATED: 08/16/2002 LEAD ATTORNEY
Steven M Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Susan M Coler (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Susan E MacMenamin (See above for address) TERMINATED: 02/09/2006 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Teresa K Patton (See above for address) TERMINATED: 01/05/2005

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 33 of 82

LEAD ATTORNEY ATTORNEY TO BE NOTICED

James H Kaster (See above for address) ATTORNEY TO BE NOTICED

Plaintiff
Emily Tyler TERMINATED: 07/03/2007

represented by Adam A Gillette (See above for address) TERMINATED: 05/15/2007 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Barbara J Felt (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Christine E Webber (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

David E Schlesinger (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Joseph M Sellers (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Lawrence P Schaefer (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Lisa C Stratton (See above for address) TERMINATED: 10/04/2002 LEAD ATTORNEY

Llezlie Green (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Michael D Lieder (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Paul C Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 34 of 82

Samuel D Heins (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Sara L Madsen (See above for address) TERMINATED: 08/16/2002 LEAD ATTORNEY

Steven M Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Susan M Coler (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Susan E MacMenamin (See above for address) TERMINATED: 02/09/2006 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Teresa K Patton (See above for address) TERMINATED: 01/05/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

James H Kaster (See above for address) ATTORNEY TO BE NOTICED

Plaintiff
Jacqueline Williams TERMINATED: 07/03/2007

represented by Adam A Gillette (See above for address) TERMINATED: 05/15/2007 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Barbara J Felt (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Christine E Webber (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

David E Schlesinger (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Joseph M Sellers (See above for address)

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 35 of 82
LEAD ATTORNEY ATTORNEY TO BE NOTICED
Lawrence P Schaefer (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Lisa C Stratton (See above for address) TERMINATED: 10/04/2002 LEAD ATTORNEY
Llezlie Green (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Michael D Lieder (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Paul C Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Samuel D Heins (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Sara L Madsen (See above for address) TERMINATED: 08/16/2002 LEAD ATTORNEY
Steven M Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Susan M Coler (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Susan E MacMenamin (See above for address) TERMINATED: 02/09/2006 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Teresa K Patton (See above for address) TERMINATED: 01/05/2005 LEAD ATTORNEY

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 36 of 82

ATTORNEY TO BE NOTICED

James H Kaster (See above for address) ATTORNEY TO BE NOTICED

Plaintiff
Cheryl Willis TERMINATED: 07/03/2007

represented by Adam A Gillette (See above for address) TERMINATED: 05/15/2007 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Barbara J Felt (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Christine E Webber (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

David E Schlesinger (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Joseph M Sellers (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Lawrence P Schaefer (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Lisa C Stratton (See above for address) TERMINATED: 10/04/2002 LEAD ATTORNEY

Llezlie Green (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Michael D Lieder (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Paul C Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Samuel D Heins

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 37 of 82

(See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Sara L Madsen (See above for address) TERMINATED: 08/16/2002 LEAD ATTORNEY

Steven M Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Susan M Coler (See above for address) TERMINATED: 10/04/2002 LEAD ATTORNEY

Susan E MacMenamin (See above for address) TERMINATED: 02/09/2006 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Teresa K Patton (See above for address) TERMINATED: 01/05/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED

James H Kaster (See above for address) ATTORNEY TO BE NOTICED

Plaintiff
Sean Wright on behalf of themselves and all others similarly situated

represented by Adam A Gillette (See above for address) TERMINATED: 05/15/2007 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Barbara J Felt (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Christine E Webber (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

David E Schlesinger (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Joseph M Sellers (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 38 of 82

Plaintiff

Lawrence P Schaefer (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Lisa C Stratton (See above for address) TERMINATED: 10/04/2002 LEAD ATTORNEY
Llezlie Green (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Michael D Lieder (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Paul C Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Samuel D Heins (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Sara L Madsen (See above for address) TERMINATED: 08/16/2002 LEAD ATTORNEY
Steven M Sprenger (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Susan M Coler (See above for address) TERMINATED: 01/26/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Teresa K Patton (See above for address) TERMINATED: 01/05/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
James H Kaster (See above for address) ATTORNEY TO BE NOTICED

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 39 of 82

Janice Lintz as Personal Representative of the estate of Della Y. Dickson TERMINATED: 07/03/2007

represented by Barbara J Felt (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Christine E Webber (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

David E Schlesinger (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

James H Kaster (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Joseph M Sellers (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Llezlie Green (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Plaintiff Steven Wint

represented by Llezlie Green (See above for address) ATTORNEY TO BE NOTICED

Plaintiff Vivian Little

represented by Llezlie Green (See above for address) ATTORNEY TO BE NOTICED

Plaintiff Anthony McDowell

represented by Llezlie Green (See above for address) ATTORNEY TO BE NOTICED

V. Defendant Cargill Incorporated

represented by Holly S A Eng Dorsey &Whitney LLP 50 S 6th St Ste 1500 Mpls, MN 55402−1498 612−340−2600 Fax: 612−340−2777 Email: eng.holly@dorsey.com LEAD ATTORNEY ATTORNEY TO BE NOTICED
Janice M Symchych Medtronic Inc MS LC300

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 40 of 82
710 Medtronic Pkwy INACTIVE Mpls, MN 55432 763−505−2020 Fax: 763−514−4879 Email: jan.m.symchych@medtronic.com TERMINATED: 11/21/2003 LEAD ATTORNEY
Mark Ginder Dorsey &Whitney LLP 50 S 6th St Ste 1500 Mpls, MN 55402−1498 612−340−2600 Fax: 612−340−2807 Email: ginder.mark@dorsey.com LEAD ATTORNEY ATTORNEY TO BE NOTICED
Melissa Raphan Dorsey &Whitney LLP 50 S 6th St Ste 1500 Mpls, MN 55402−1498 612−343−7907 Fax: 612−340−2777 Email: raphan.melissa@dorsey.com LEAD ATTORNEY ATTORNEY TO BE NOTICED
Michael Iwan Dorsey &Whitney LLP 50 S 6th St Ste 1500 Mpls, MN 55402−1498 612−340−2600 Fax: 612−340−2777 Email: iwan.michael@dorsey.com LEAD ATTORNEY ATTORNEY TO BE NOTICED
Paul B Klaas Dorsey &Whitney LLP 50 S 6th St Ste 1500 Mpls, MN 55402−1498 612−340−2600 Email: klaas.paul@dorsey.com LEAD ATTORNEY ATTORNEY TO BE NOTICED
Ryan E Mick Dorsey &Whitney LLP 50 S 6th St Ste 1500 Mpls, MN 55402−1498 612−340−2600 Email: mick.ryan@dorsey.com LEAD ATTORNEY ATTORNEY TO BE NOTICED
Shari Jerde Aberle Dorsey &Whitney LLP 50 S 6th St Ste 1500 Mpls, MN 55402−1498 612−343−8267 Fax: 888−214−4821 Email: aberle.shari@dorsey.com LEAD ATTORNEY

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 41 of 82

ATTORNEY TO BE NOTICED

Emily L Fitzgerald Target Corporate Counsel 1000 Nicollet Mall TPS 3155 Mpls, MN 55403 612−696−1984 Email: emily.fitzgerald@target.com ATTORNEY TO BE NOTICED

Heather C Toft Special Counsel 15 S 5th St Ste 1000 Mpls, MN 55402 612−340−0229 Fax: 612−340−1218 Email: heather.toft@specialcounsel.com ATTORNEY TO BE NOTICED

Movant Sprenger &Lang

represented by Susan M Coler (See above for address) ATTORNEY TO BE NOTICED

Charles E Lundberg Bassford Remele, PA 33 S 6th St Ste 3800 Mpls, MN 55402−3707 612−333−3000 Fax: 612−333−8829 Email: clundberg@bassford.com TERMINATED: 01/26/2005 ATTORNEY TO BE NOTICED

Special Master Peter N Thompson

represented by Peter N Thompson Hamline University School of Law 1536 Hewitt Ave St Paul, MN 55104 651−523−2983 Fax: 651−523−2236 Email: pthompson@gw.hamline.edu LEAD ATTORNEY ATTORNEY TO BE NOTICED

Date Filed 11/15/2001
11/19/2001 11/29/2001 11/30/2001

# Docket Text
1 CLASS ACTION COMPLAINT − INJUNCTIVE RELIEF SOUGHT. JURY TRIAL DEMANDED. Summons issued. Assigned to Judge Ann D. Montgomery per individual civil rights list list and referred to Magistrate Judge Arthur J. Boylan. Receipt # 253552 for $150.00 (39 pgs) (MKC) (Entered: 11/16/2001)
2 ORDER OF RECUSAL( Judge Ann D. Montgomery / 11/19/01) Case reassigned to Judge Donovan W. Frank per the Individual civil rights list. (2 pgs) (cc: all counsel) (MKC) (Entered: 11/21/2001)
3 SUMMONS − RETURN OF SERVICE executed upon defendant Cargill Incorporated on 11/15/01 . (2 pgs) (MKC) (Entered: 11/30/2001)
4 PETITION AND ORDER for admission pro hac vice (Clerk, Richard D. Sletten ) on behalf of pltfs by M. Lieder &S. Sprenger. (2g(s) (DDB) Additional

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 42 of 82

12/04/2001 12/04/2001 12/04/2001 01/11/2002
01/18/2002 02/04/2002 02/26/2002 02/26/2002 02/26/2002 02/26/2002 02/26/2002 02/26/2002 02/26/2002 02/26/2002 02/26/2002 02/26/2002 02/26/2002

attachment(s) added on 9/24/2004 (Larson, Amy). (Entered: 12/03/2001)
NOTICE by defendant Cargill Incorporated of association of counsel Janice Marie Symchych, Melissa Raphan, Holly S A Eng, Mark John Ginder (MMC) (Entered: 12/04/2001)
5 STIPULATION AND ORDER FOR EXTENSION OF TIME ( Judge Donovan W. Frank ) extension to 1/18/2 in which to answer or otherwise respond to pltf's complaint (2pg(s)(cc: all counsel) (DDB) (Entered: 12/06/2001)
6 ATTORNEY APPEARANCE for deft J. Symchych, M. Raphan, H. Eng &M. Ginder. (1pg(s) (DDB) (Entered: 12/06/2001)
7 STIPULATION AND ORDER GRANTING PERMISSION TO FILE MEMORANDA IN EXCESS OF 35 PAGES BUT NOT TO EXCEED 50 PAGES ( Judge Donovan W. Frank ) 1. That Cargill may file an original memorandum &reply memorandum in support of its motion to dismiss, the cumulative total of which shall not exceed 50 pages; &2. That the Pltfs may file a memorandum in response to Cargill's motion to dismiss which shall not exceed 50 pages. (3pg(s)(cc: all counsel) (DDB) (Entered: 01/16/2002)
8 ANSWER by deft. (30pg(s) (DDB) (Entered: 01/19/2002)
9 NOTICE OF PRETRIAL CONFERENCE ( Magistrate Judge Arthur J. Boylan / 2/4/2) pretrial conference set for 9:30 a.m. on 3/26/02; Rule report ddl set for 3/19/02 (5pg(s) (cc: all counsel) (DDB) (Entered: 02/07/2002)
10 PARTIAL MOTIONS by dft to dismiss , for summary judgment , and to strike ( to Judge Donovan W. Frank ) Ret. on 4/12/02 at 10:00am. 2pg(s) (PAK) (Entered: 02/28/2002)
11 MEMORANDUM by dft in support of motion to dismiss [10−1], for summary judgment [10−2], and to strike [10−3] 36pg(s) (PAK) (Entered: 02/28/2002)
12 AFFIDAVIT of Cindy Lehman regarding motion to dismiss [10−1], regarding motion for summary judgment [10−2], regarding motion to strike [10−3] 4pg(s) (PAK) (Entered: 02/28/2002)
13 AFFIDAVIT of Michael Iwan regarding motion to dismiss [10−1], regarding motion for summary judgment [10−2], regarding motion to strike [10−3] 2+pg(s) (PAK) (Entered: 02/28/2002)
14 AFFIDAVIT of Rick Dougherty regarding motion to dismiss [10−1], regarding motion for summary judgment [10−2], regarding motion to strike [10−3] 3pg(s) (PAK) (Entered: 02/28/2002)
15 AFFIDAVIT of Sean Butler regarding motion to dismiss [10−1], regarding motion for summary judgment [10−2], regarding motion to strike [10−3] 2pg(s) (PAK) (Entered: 02/28/2002)
16 AFFIDAVIT of Angela Nguyen regarding motion to dismiss [10−1], regarding motion for summary judgment [10−2], regarding motion to strike [10−3] 3pg(s) (PAK) (Entered: 02/28/2002)
17 AFFIDAVIT of Monica Schulz regarding motion to dismiss [10−1], regarding motion for summary judgment [10−2], regarding motion to strike [10−3] 3pg(s) (PAK) (Entered: 02/28/2002)
18 AFFIDAVIT of Peter Cochrane regarding motion to dismiss [10−1], regarding motion for summary judgment [10−2], regarding motion to strike [10−3] 3pg(s) (PAK) (Entered: 02/28/2002)
19 AFFIDAVIT of Jill Dekraay regarding motion to dismiss [10−1], regarding motion for summary judgment [10−2], regarding motion to strike [10−3] 4pg(s) (PAK) (Entered: 02/28/2002)
20 AFFIDAVIT of John Culmer regarding motion to dismiss [10−1], regarding motion for summary judgment [10−2], regarding motion to strike [10−3] 3pg(s) (PAK) (Entered: 02/28/2002)

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 43 of 82

02/26/2002 02/26/2002 02/26/2002 02/26/2002 02/26/2002 02/26/2002 02/26/2002 02/26/2002 02/26/2002 02/26/2002 02/26/2002 02/26/2002 03/20/2002 03/27/2002
03/28/2002 04/12/2002
05/07/2002 05/17/2002

21 RESPONSE by plaintiff to motion to dismiss [10−1], to motion for summary judgment [10−2], to motion to strike [10−3] 35pg(s) (PAK) (Entered: 02/28/2002)
22 DECLARATION of Lawrence P. Schaefer re motion to dismiss [10−1], re motion for summary judgment [10−2], re motion to strike [10−3] 4+pg(s) (PAK) (Entered: 02/28/2002)
23 DECLARATION of Ronald Garrus re motion to dismiss [10−1], re motion for summary judgment [10−2], re motion to strike [10−3] 2pg(s) (PAK) (Entered: 02/28/2002)
24 DECLARATION of Hollis Branham re motion to dismiss [10−1], re motion for summary judgment [10−2], re motion to strike [10−3] 7pg(s) (PAK) (Entered: 02/28/2002)
25 DECLARATION of Toya Brown re motion to dismiss [10−1], re motion for summary judgment [10−2], re motion to strike [10−3] 4pg(s) (PAK) (Entered: 02/28/2002)
26 DECLARATION of Charles Scott re motion to dismiss [10−1], re motion for summary judgment [10−2], re motion to strike [10−3] 5pg(s) (PAK) (Entered: 02/28/2002)
27 DFT'S REPLY MEMORANDUM IN SUPPORT OF IT'S partial motion to dismiss [10−1], to motion for summary judgment [10−2], to motion to strike [10−3] 16pg(s) (PAK) (Entered: 02/28/2002)
28 AFFIDAVIT of Michael Iwan regarding motion to dismiss [10−1], regarding motion for summary judgment [10−2], regarding motion to strike [10−3] 2pg(s) (PAK) (Entered: 02/28/2002)
29 AFFIDAVIT of Peter Cochrane regarding motion to dismiss [10−1], regarding motion for summary judgment [10−2], regarding motion to strike [10−3] 2pg(s) (PAK) (Entered: 02/28/2002)
30 SUPPLEMENTAL AFFIDAVIT of Angela Nguyen regarding motion to dismiss [10−1], regarding motion for summary judgment [10−2], regarding motion to strike [10−3] 2pg(s) (PAK) (Entered: 02/28/2002)
31 AFFIDAVIT of Ozzie Morris regarding motion to dismiss [10−1], regarding motion for summary judgment [10−2], regarding motion to strike [10−3] 3pg(s) (PAK) (Entered: 02/28/2002)
32 AFFIDAVIT of David A. Schimke regarding motion to dismiss [10−1], regarding motion for summary judgment [10−2], regarding motion to strike [10−3] 2+pg(s) (PAK) (Entered: 02/28/2002)
33 REPORT OF RULE 26(f) MEETING by pltfs &deft. (10pg(s) (DDB) (Entered: 03/21/2002)
34 PRETRIAL SCHEDULING ORDER ( Magistrate Judge Arthur J. Boylan / 3/26/2) amend pleadings, adding parties &discovery during the pre−class certificaiton portion shall be completed by 1/15/3. (3pg(s) (cc: counsel) (DDB) (Entered: 03/29/2002)
35 NOTICE OF ATTORNEY WITHDRAWAL: terminating attorney David Lawrence Shulman for all pltfs. Attorney is no longer with the firm of Sprenger &Lang. (1pg(s) (DDB) (Entered: 04/01/2002)
36 MINUTES:( Judge Donovan W. Frank / Bruce Tiffany) Deft's motion for partial dismissal [10−1] summary judgment [10−2] &to strike − Taken under advisement. Donovan W. Frank ) [10−3]. Parites may submit 2 to 3 page letter briefs on issue of extra territoral application of MHRA. (1pg(s) (DDB) (Entered: 04/16/2002)
39 MINUTES:( Magistrate Judge Arthur J. Boylan / ) TELEPHONE CONFERENCE RE: DISCOVERY STATUS. (1pg(s) (DDB) (Entered: 05/23/2002)
37 ORDER ( Magistrate Judge Arthur J. Boylan / 5/16/2) that 1.With respect to demographic information, Deft may limit production to race information, but may not limit said production to the races of African American &Caucasian; 2.With

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 44 of 82

05/20/2002
06/04/2002 06/05/2002
06/14/2002 06/14/2002 06/14/2002 06/14/2002 06/14/2002 06/14/2002 06/19/2002 06/19/2002 06/19/2002 06/19/2002 06/19/2002 06/19/2002 06/19/2002 06/19/2002

respect to employee complaints, Deft may limit its production to complaints of race discrimination &racial harassment, but may not limit said production to complaints by African American employees; &3.Deft may exclude information relating to hourly employees. (2pg(s) (cc: all counsel) (DDB) (Entered: 05/20/2002)
38 ORDER ( Magistrate Judge Arthur J. Boylan / 5/16/2) that 1.Stipulated Protective Order. Protective Order is granted in part. 2. Authorizations to Release Medical Records. Deft's request is granted in part. 3. Authorizations to Release Employment &Unemployment Compensation Records. Deft's request is granted in part. 4.Preservation of e−mail. Pltfs' request is granted. 5.Document Redaction. The Court will issue a separate written order on this issue. The parties may each submit a supplemental letter brief on this issue (limited to 5 pages) by 4:30 p.m. on Friday 5/10/2. 6. Next Status Conference. The next discovery management conference is set for 8:00 a.m. on Tuesday, 6/4/2. (15pg(s) (cc: all counsel) (DDB) (Entered: 05/21/2002)
40 MINUTES:( Magistrate Judge Arthur J. Boylan / ) Telephone Conference re Discovery Issues. (1pg(s) (DDB) (Entered: 06/07/2002)
41 ORDER ( Magistrate Judge Arthur J. Boylan / 6/5/2) that the Clerk of Court is directed to maintain the confidentiality of all documents filed in accordance with paragraph 9 of exhibit A. Whether the discovery period should begin on 6/1/94 or 1/1/92 shall be the subject of a formal motion practice. A hearing on said motion will be conducted before the undersigned commencing at 1:30 p.m. on Friday 6/21/2. Discovery Related to Salaried Non−Exempt Employees &Self−Critical Analysis Privilege will be addressed at the motions hearing scheduled to be heard on 6/21/2 at 1:30 p.m. (18pg(s) (cc: all counsel) (DDB) (Entered: 06/07/2002)
42 MOTION by pltfs to compel discovery ( to Magistrate Judge Arthur J. Boylan ) ret. on 6/21/2 at 1:30 p.m. (3pg(s) (DDB) (Entered: 06/24/2002)
43 MEMORANDUM by pltfs in support of their motion to compel discovery [42−1]. (57pg(s) (DDB) (Entered: 06/24/2002)
45 MEMORANDUM by deft in support of its motion for protective order [44−1]. (13 pg(s) (DDB) (Entered: 06/24/2002)
46 AFFIDAVIT of Tracie Haagensen regarding deft's motion for protective order [44−1]. (2pg(s) (DDB) (Entered: 06/24/2002)
47 AFFIDAVIT of Karen Oberle regarding deft's motion for protective order [44−1]. (7pg(s) (DDB) (Entered: 06/24/2002)
48 AFFIDAVIT of Holly S.A. Eng regarding deft's motion for protective order [44−1]. (5pg(s) (DDB) (Entered: 06/24/2002)
44 MOTION by deft for protective order( to Magistrate Judge Arthur J. Boylan ) ret. on 6/21/2 at 1:30 p.m. (3pg(s) (DDB) (Entered: 06/24/2002)
49 REPLY by deft to pltfs' motion to compel discovery [42−1]. (7pg(s) (DDB) (Entered: 06/24/2002)
50 REPLY by pltfs to their motion to compel discovery [42−1]. (12pg(s) (DDB) (Entered: 06/24/2002)
51 DECLARATION of Lawrence P. Schaefer in support of pltfs' reply to their motion to compel discovery [42−1]. (7pg(s) (DDB) (Entered: 06/24/2002)
52 OBJECTIONS by pltfs to the Magistrate Judge's Order dated 6/5/2 [41−1]. (3pg(s) (DDB) (Entered: 06/24/2002)
52 APPEAL by pltfs' from Magistrate Judge's Order dated 6/5/2( to Judge Donovan W. Frank ) [41−1]. (3pg(s) (DDB) (Entered: 06/24/2002)
53 MEMORANDUM by pltfs in support of their appeal from the Magistrate Judge's Order dated 6/5/2 [52−1]. (13pg(s) (DDB) (Entered: 06/24/2002)
54 DECLARATION of Lawrence P. Schaefer in support of pltfs' appeal from &objection to the Magistrate Judge's Order dated 6/5/2 [52−1], [52−1]. (82pg(s)

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06/21/2002 06/21/2002
07/01/2002 07/01/2002 07/02/2002 07/02/2002 07/02/2002 07/02/2002 07/03/2002 07/03/2002 07/03/2002 07/08/2002 07/15/2002
07/15/2002 07/15/2002 07/18/2002
07/26/2002

(DDB) (Entered: 06/24/2002)
55 MINUTES:( Magistrate Judge Arthur J. Boylan / ) Motions for discovery. (1pg(s) (DDB) (Entered: 06/25/2002)
56 ORDER ON MOTION TO COMPEL &FOR PROTECTIVE ORDER (Magistrate Judge Arthur J. Boylan / 6/21/2) that 1. Pltfs' motion to compel discovery is granted in part &denied in part [42−1]. 2. Deft's motion for protective order barring the discovery herein requested by pltfs is granted in part &denied in part [44−1]. (2pg(s) (cc: all counsel) (DDB) (Entered: 06/25/2002)
57 APPEAL from Magistrate Judge's Order dated 6/21/2 ( to Judge Donovan W. Frank ) [56−1]. (2pg(s) (DDB) (Entered: 07/03/2002)
58 MEMORANDUM by deft in support of its APPEAL from Magistrate Judge's Order dated 6/21/2 [57−1]. (7pg(s) (DDB) (Entered: 07/03/2002)
59 MINUTES:( Magistrate Judge Arthur J. Boylan / ) TELEPHONE CONFERENCE RE: DISCOVERY STATUS. (1pg(s) (DDB) Modified on 08/20/2002 (Entered: 07/05/2002)
60 ORDER AMENDING PRETRIAL SCHEDULING ORDER ( Magistrate Judge Arthur J. Boylan / 7/2/2) amending pleadings &adding parties is set for 3/17/03 (2pg(s) (cc: all counsel) (DDB) (Entered: 07/05/2002)
61 MEMORANDUM OF LAW by defendant in opposition to APPEAL by pltfs' from Magistrate Judge's Order dated 6/5/02. [52−1] 14 pg(s) (JVN) (Entered: 07/05/2002)
62 AFFIDAVIT of Michael Iwan regarding appeal by pltfs' from Magistrate Judge's Order dated 6/5/02. [52−1] 9 pg(s) (JVN) (Entered: 07/08/2002)
63 OBJECTIONS &APPEAL from Magistrate Judge's Order (to Judge Donovan W. Frank ) by pltfs concerning order dated 6/21/2 [56−1]. (3pg(s) ( Modified on 07/08/2002 (Entered: 07/06/2002)
64 MEMORANDUM by pltfs in support of their APPEAL from Magistrate Judge's Order dated 6/21/2 [63−1]. (10pg(s) ( Modified on 07/08/2002 (Entered: 07/06/2002)
65 DECLARATION of Lawrence P. Schaefer in support of pltfs' APPEAL from Magistrate Judge's Order dated 6/21/2 [63−1]. (2pg(s) +EXHIBITS (SEPARATE) ( Modified on 07/08/2002 (Entered: 07/06/2002)
66 TRANSCRIPT OF Hearing held 6/4/2 before the Honorable Magistrate Judge Arthur J. Boylan ( Leslie R. Pingley). (SEPARATE) (DDB) (Entered: 07/09/2002)
67 MEMORANDUM, OPINION, AND ORDER: ( Judge Donovan W. Frank / 7/15/2) that 1. deft's Partial Motion to Dismiss is GRANTED IN PART &DENIED IN PART [10−1]. 2. Deft's Motion for Partial Summary Judgment is GRANTED IN PART &DENIED IN PART [10−2]. 3. Deft's Motion to Strike is DENIED [10−3]. (17pg(s) (cc: all counsel) (DDB) (Entered: 07/16/2002)
68 MEMORANDUM by pltf in opposition to deft's appeal motion from Magistrate Judge's Order [63−1]. (10 pg(s) (DDB) (Entered: 07/17/2002)
69 DECLARATION of Susan M. Coler re pltf's memorandum in opposition to deft's APPEAL from Magistrate Judge's Order [63−1]. (45pg(s) (DDB) (Entered: 07/17/2002)
70 MEMORANDUM by defendant in opposition to plaintiff's appeal from Magistrate Judge's Order of 6/21/02 denying motion to compel discovery related to salaried non−exempt employees and granting protective order [63−1] (9 pgs) (MKC) (Entered: 07/22/2002)
71 TRANSCRIPT OF Hearing held 6/21/2 befoer the Honorable Magistrate Judge Arthur J. Boylan ( Leslie R. Pingley) (SEPARATE) (23pg(s) (DDB) Modified on 07/29/2002 (Entered: 07/29/2002)

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08/09/2002
08/16/2002 08/19/2002
09/03/2002 10/01/2002 10/01/2002 10/01/2002 10/04/2002 10/11/2002 11/01/2002 11/01/2002 11/01/2002 11/13/2002 11/22/2002 12/10/2002 12/11/2002
12/17/2002

72 ORDER ( Magistrate Judge Arthur J. Boylan / 8/9/02) that Plaintiff's motion to compel defendant to produce employee social secuurity numbers in it response to Plaintiffs' request for computerized date is GRANTED. The social security numbers will be produced for attorneys' eyes only as set out in the protecive order in this case. (2 pgs) (cc: all counsel) (MKC) (Entered: 08/13/2002)
75 ATTORNEY SUBSTITUTION: terminating attorney Sara Louise Madsen for all pltfs in the above referenced matter. (1pg(s)(DDB) Modified on 09/12/2002 (Entered: 09/12/2002)
73 MEMORANDUM, OPINION, AND ORDER: ( Judge Donovan W. Frank / 8/19/2) that 1. Pltfs' appeal from Judge Boylan's 6/5/2 Order is GRANTED. 2. Pltfs' Appeal of Judge Boylan's 6/21/2 Order is GRANTED. 3. Deft's Appeal of Judge Boylan's 6/21/2 Order is DENIED &the portion of the 6/21/2 Order commencing the discovery period on 1/1/92 is AFFIRMED [63−1], [57−1], [52−1]. (8pg(s) (cc: all counsel) (DDB) (Entered: 08/22/2002)
74 MINUTES:( Magistrate Judge Arthur J. Boylan / ) TELEPHONE CONRERENCE RE: DISCOVERY STATUS. (1 pg(s) (DDB) (Entered: 09/07/2002)
76 MINUTES:( Magistrate Judge Arthur J. Boylan / ) Telephone Conference Re: Discovery status. Parties stipulated to amended scheduling order. Deft's informal discovery motion − taken under advisement. (1pg(s) (DDB) (Entered: 10/04/2002)
77 ORDER AMENDING PRETRIAL SCHEDULING ORDER ( Magistrate Judge Arthur J. Boylan / 10/1/2). (2 pg(s) (cc: all counsel) (DDB) (Entered: 10/04/2002)
78 ORDER ( Magistrate Judge Arthur J. Boylan / 10/1/2) that pltf shall fully &completely answer Interrogatory #s 1 &8. (2pg(s) (cc: all counsel) (DDB) (Entered: 10/04/2002)
79 ATTORNEY SUBSTITUTION: terminating attorney Lisa C Stratton for all pltfs. No longer with the firm of Sprenger &Lang per her letter to the court dated 10/4/2. (1pg(s) (DDB) (Entered: 10/10/2002)
80 MOTION by deft for order for certification ( to Judge Donovan W. Frank ) (2pg(s) (DDB) (Entered: 11/06/2002)
81 MEMORANDUM by deft in support of its motion for order for certification [80−1]. (16pg(s) (DDB) (Entered: 11/06/2002)
82 AFFIDAVIT of Katie Pfeifer regarding deft's motion for order for certification [80−1]. (9pg(s) (DDB) (Entered: 11/06/2002)
83 AFFIDAVIT of Robert Topel regarding deft's motion for order for certification [80−1]. SEALED (SEPARATE) (DDB) (Entered: 11/06/2002)
84 RESPONSE by pltfs to deft's motion for order for certification of interlocutory appeal [80−1]. (11pg(s) (DDB) (Entered: 11/19/2002)
85 REPLY by deft in support of its motion for certification [80−1] (11pg(s) (DDB) (Entered: 11/29/2002)
86 MINUTES:( Magistrate Judge Arthur J. Boylan ) Monthly conference (by telephone ) re: discovery. Matters taken under advisement. Order to follow. 1 pg(s) (VEM) (Entered: 12/20/2002)
87 ORDER ( Magistrate Judge Arthur J. Boylan ) Pltf shall full and completely answer Interrogatory No. 1 of Cargill's Interrogatories to Pltf's Set III. Pltfs shall identify portions of the transcript where attorney client privilege was invoked and parties other than that deponent and counsel were present. Pltf's shall reveal the identity of third parties present during said conversations. 3 pg(s) (cc: all counsel) (VEM) (Entered: 12/20/2002)
88 MEMORANDUM, OPINION, AND ORDER: ( Judge Donovan W. Frank ) deft's motion for certification is denied. [80−1] 3 pg(s) (cc: all counsel) (VEM) (Entered: 12/28/2002)

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02/04/2003 02/05/2003 03/19/2003 03/20/2003
04/18/2003
04/18/2003
04/18/2003
04/18/2003
05/02/2003 05/02/2003
05/02/2003 05/07/2003 05/07/2003 05/07/2003 05/07/2003 05/07/2003 05/07/2003

90 RULE 7.1 DISCLOSURE STATEMENT by defendant Cargill Incorporated that none exist 2pg(s) (JMH) (Entered: 02/12/2003)
89 LETTER dated 2/3/03 from Susan M. Coler requesting Sara Madsen's name be removed from representing plaintiffs as she is no longer with the law firm of Sprenger &lang 1pg(s) (DFL) (Entered: 02/11/2003)
91 MINUTES OF TELEPHONE CONFERENCE: ( Magistrate Judge Arthur J. Boylan ), Re: discovery status 1pg(s) (DFL) (Entered: 03/24/2003)
92 ORDER ( Magistrate Judge Arthur J. Boylan / 3/19/03) the subpoena issued to Bill Douglas shall remain in full force and effect; defendant file brief concerning any issues that it believes will arise on or before 4/18/03; plaintiff file reply brief on or before 5/2/03 hearing set for 10:00 a.m. on 5/9/03 2pg(s) (cc: all counsel) (DFL) (Entered: 03/24/2003)
93 MOTION by defendant for order to overcome attorney−client privilege and work product claims of R. Bill Douglas and others , and to amend pretrial schedule.( to Magistrate Judge Arthur J. Boylan ) ret. 5/9/03 at 10:00am. 4pg(s) (RJL) Modified on 06/26/2003 (Entered: 04/24/2003)
94 MEMORANDUM by defendant in support of motion for order to overcome attorney−client privilege and work product claims of R. Bill Douglas and others [93−1], of motion to amend pretrial schedule. [93−2] 24pg(s) (RJL) (Entered: 04/24/2003)
95 AFFIDAVIT of Frederick L. Budde regarding motion for order to overcome attorney−client privilege and work product claims of R. Bill Douglas and others [93−1], regarding motion to amend pretrial schedule. [93−2] 4pg(s) (RJL) (Entered: 04/24/2003)
96 AFFIDAVIT of Matthew E. Klein regarding motion for order to overcome attorney−client privilege and work product claims of R. Bill Douglas and others [93−1], regarding motion to amend pretrial schedule. [93−2] 5+pg(s) (SEPARATE) (RJL) (Entered: 04/24/2003)
97 MEMORANDUM by plaintiff in support of motion for protective order. (SEPARATE &SEALED) (RJL) (Entered: 05/06/2003)
98 MEMORANDUM by plaintiff in opposition to motion for order to overcome attorney−client privilege and work product claims of R. Bill Douglas and others [93−1], to motion to amend pretrial schedule. [93−2] (SEPARATE &SEALED) (RJL) (Entered: 05/06/2003)
99 DECLARATION of Lawrence P. Schaefer in proceedings regarding deposition of R. Bill Douglas. (SEPARATE &SEALED) (RJL) (Entered: 05/06/2003)
100 MOTION by defendant to quash , and/or to limit discovery by deposition regarding the putative deposition of Whitney MacMillan (to Magistrate Judge Arthur J. Boylan). ret 5/21/03 at 1:30 pm 1 pg(s) (JVN) (Entered: 05/13/2003)
101 MEMORANDUM by defendant in support of motion to quash [100−1], and/or to limit discovery by deposition regarding the putative deposition of Whitney MacMillan. [100−2] 5 pg(s) (JVN) (Entered: 05/13/2003)
102 MOTION by plaintiffs to amend complaint and to dismiss plaintiff Margo Harvey without prejudice ( to Magistrate Judge Arthur J. Boylan ) , ret. 5/21/03 at 1:30 p.m. 3pg(s) (DFL) (Entered: 05/14/2003)
103 MEMORANDUM by plaintiffs in support of motion to amend complaint [102−1], of motion to dismiss plaintiff Margo Harvey without prejudice [102−2] separate and sealed (DFL) (Entered: 05/14/2003)
104 DECLARATION of Teresa K. Patton re motion to amend complaint [102−1], re motion to dismiss plaintiff Margo Harvey without prejudice [102−2] separte and sealed (DFL) (Entered: 05/14/2003)
105 DECLARATION of Gregory Alch re motion to amend complaint [102−1], re motion to dismiss plaintiff Margo Harvey without prejudice [102−2] separate and

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05/07/2003 05/09/2003
05/14/2003 05/14/2003 05/14/2003
05/15/2003 05/15/2003 05/15/2003 05/15/2003 05/15/2003 05/15/2003 05/16/2003 05/16/2003 05/20/2003 05/21/2003
05/21/2003 06/06/2003

sealed (DFL) (Entered: 05/14/2003)
106 DECLARATION of Gary Blackmore re motion to amend complaint [102−1], re motion to dismiss plaintiff Margo Harvey without prejudice [102−2] separate and sealed (DFL) (Entered: 05/14/2003)
119 MINUTES: ( Magistrate Judge Arthur J. Boylan ) taking under advisement on the motion for order to overcome attorney−client privilege and work product claims of R. Bill Douglas and others [93−1], taking under advisement on the motion to amend pretrial schedule. [93−2] 1pg(s) (DFL) (Entered: 05/28/2003)
107 MEMORANDUM by plaintiff in opposition to defendant's motion to quash or limit discovery by deposition of Whitney MacMillan. [100−1] SEALED AND SEPARATE. (JMM) (Entered: 05/16/2003)
108 DECLARATION of Susan M. Coler re motion to quash or limit discovery by deposition of Whitney MacMillan. [100−1] SEALED AND SEPARATE. (JMM) (Entered: 05/16/2003)
115 ORDER ( Magistrate Judge Arthur J. Boylan ) the motion hearing scheduled to begin at 1:30 pm on 5/21/03 has been rescheduled. The motion hearing will commence at 10:30 am on 5/21/03. 1 pg(s) (cc: all counsel) (VEM) Modified on 10/14/2003 (Entered: 05/20/2003)
109 MEMORANDUM by defendant in opposition to motion to dismiss plaintiff Margo Harvey without prejudice. [102−2] SEALED AND SEPARATE (JMM) (Entered: 05/19/2003)
110 AFFIDAVIT of Holly S.A. Eng regarding motion to amend complaint and to dismiss plaintiff Margo Harvey without prejudice. [102−1] SEALED AND SEPARATE (JMM) (Entered: 05/19/2003)
111 AFFIDAVIT of Michael Iwan regarding motion to amend complaint and to dismiss plaintiff Margo Harvey without prejudice. [102−1] SEALED AND SEPARATE (JMM) (Entered: 05/19/2003)
112 AFFIDAVIT of Mark McLain regarding motion to amend complaint and to dismiss plaintiff Margo Harvey without prejudice. [102−1] SEALED AND SEPARATE (JMM) (Entered: 05/19/2003)
113 AFFIDAVIT of Dennis Orke] regarding motion to amend complaint and to dismiss plaintiff Margo Harvey without prejudice. [102−1] SEALED AND SEPARATE (JMM) (Entered: 05/19/2003)
114 AFFIDAVIT of Karen Oberle regarding motion to amend complaint and to dismiss plaintiff Margo Harvey without prejudice. [102−1] SEALED AND SEPARATE (JMM) (Entered: 05/19/2003)
116 AFFIDAVIT of Dennis Orke (sealed)(separate) (MKC) (Entered: 05/22/2003)
118 AFFIDAVIT of Whitney MacMillian regarding motion to quash [100−1] 1 pg(s) (VEM) (Entered: 05/23/2003)
117 SUPPLEMENTAL DECLARATION of Gregory Alch. SEALED AND SEPARATE (JMM) (Entered: 05/22/2003)
120 MINUTES: ( Magistrate Judge Arthur J. Boylan ) taking under advisement on the motion to quash [100−1], taking under advisement on the motion to limit discovery by deposition regarding the putative deposition of Whitney MacMillan [100−2], taking under advisement on the motion to amend complaint [102−1], taking under advisement on the motion to dismiss plaintiff Margo Harvey without prejudice. [102−2] 1pg(s) (DFL) (Entered: 05/28/2003)
121 SUPPLEMENTAL DECLARATION of Teresa K. Patton. separate and under seal. (VEM) (Entered: 06/02/2003)
122 ORDER ( Magistrate Judge Arthur J. Boylan ) appointing Special Master Peter N. Thompson for the purpose of considering all claims of privilege that may be asserted during the course of discovery in this litigation. 3 pg(s) (cc: all counsel)

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06/16/2003 06/16/2003 06/16/2003 06/20/2003
06/25/2003 06/25/2003 06/25/2003 06/25/2003 06/25/2003 06/25/2003 06/25/2003 06/25/2003 06/25/2003 06/30/2003
06/30/2003

(VEM) Modified on 06/26/2003 (Entered: 06/10/2003)
123 MOTION by plaintiffs to compel production of documents. ( to Special Master ) 3pg(s) (VEM) Modified on 07/08/2003 (Entered: 06/19/2003)
124 MEMORANDUM by plaintiff in support of motion to compel production of documents. [123−1] Separate and under seal (VEM) (Entered: 06/19/2003)
125 DECLARATION of Lawrence P. Schaffer re motion to compel production of documents.[123−1] Separate and under seal (VEM) (Entered: 06/19/2003)
126 ORDER AMENDING PRETRIAL SCHEDULING ORDER ( Magistrate Judge Arthur J. Boylan / 6/20/03). Date by which discovery during pre−class certficiation portion shall be completed 11/17/03 . Date by which pltfs must complete disclosures with respect to class certification experts 12/17/03. Date by which deft must complete disclosures with respect to class certification experts 2/6/04. Expert witness depositions with respect to class certification 3/5/04. Pltfs class certification brief due 3/19/04. Deft reply to class certification brief 4/16/04. Pltfs reply brief due 4/30/04. (2pg(s) (cc: all counsel) (CJF) Modified on 06/26/2003 (Entered: 06/26/2003)
127 MEMORANDUM by defendant in opposition to motion to compel production of documents. [123−1] Separate and under seal (VEM) (Entered: 06/27/2003)
128 AFFIDAVIT of Janet Anderson regarding motion to compel production of documents. [123−1] Separate and under seal (VEM) (Entered: 06/27/2003)
129 AFFIDAVIT of Fred Budde regarding motion to compel production of documents. [123−1] Separate and under seal (VEM) (Entered: 06/27/2003)
130 AFFIDAVIT of Mark Ginder regarding motion to compel production of documents. [123−1] Separate and under seal (VEM) (Entered: 06/27/2003)
131 AFFIDAVIT of Dennis Orke regarding motion to compel production of documents. [123−1] Separate and under seal (VEM) (Entered: 06/27/2003)
132 AFFIDAVIT of Sue Sjeklocha regarding motion to compel production of documents. [123−1] Separate and under seal (VEM) (Entered: 06/27/2003)
133 AFFIDAVIT of Mary Jo Stark regarding motion to compel production of documents. [123−1] Separate and under seal (VEM) (Entered: 06/27/2003)
134 AFFIDAVIT of Wilda Wahpepah regarding motion to compel production of documents. [123−1] Separate and under seal (VEM) (Entered: 06/27/2003)
135 AFFIDAVIT of Jan Symchych regarding motion to compel production of documents. [123−1] Separate and under seal (VEM) (Entered: 06/27/2003)
136 ORDER on Defendant's Motion to Overcome Attorney−Client Privilege and MEMORANDUM ( Magistrate Judge Arthur J. Boylan / 6/27/03) that: 1. Defendant's Motion to Overcome Attorney−Client Privilege is granted. [93−1] a. Cargill is entitled to discovery regarding all information Douglas shared with Sprenger &Lang. b. Cargill is entitled to depose Douglas for 2 days, for a total of fourteen hours, which amends the Pretrial Scheduling Order providing for only one 7−hour day of deposition for non−plaintiff witnesses. c. Plaintiffs shall produce any documents he provided to Sprenger &Lang, as well as all documents listed in his privilege log. 2. Plaintiffs' request for a Protective Order limiting Cargill's deposition of Douglas is denied. [93−2] 7pg(s) (cc: all counsel) (SJH) Modified on 07/07/2003 (Entered: 07/07/2003)
137 ORDER on Motions and MEMORANDUM ( Magistrate Judge Arthur J. Boylan / 6/30/03) that: 1. Defendant's Motion to Quash or Limit the Deposition of Walter MacMillan is denied. [100−1] Plaintiffs may depose Walter MacMillan for one seven−hour day. There will be no limit on the scope of the deposition. [100−2] 2. Plaintiffs' Motion to Dismiss Plaintiff Margo Harvey Without Prejudice is granted. [102−1] The uncontroverted medical evidence suggests that her condition has deteriorated since this case was filed in 2001 and she is no longer capable of enduring deposition or serving as a named plaintiff. 3. Plaintiffs' Motion to Amend the Complaint is granted in part and denied in part. [102−2] a. Plaintiffs may add

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06/30/2003 06/30/2003 06/30/2003 06/30/2003 07/03/2003 07/07/2003
07/14/2003 08/05/2003 09/02/2003 09/05/2003 09/09/2003 09/15/2003

three new named plaintiffs. b. Plaintiffs may not remove the ceiling from their class definition; and c. Plaintiffs may make the proposed technical and factual changes to the Complaint. 4. The Clerk of Courts shall accept for filing Plaintiffs' First Amended Compalint, dated May 7, 2003, and submitted with their proposed order for this Motion. 6pg(s) (cc: all counsel) (SJH) (Entered: 07/07/2003)
138 REPLY by plaintiffs to motion to compel production of documents [123−1] (sealed − separate) (SJH) (Entered: 07/08/2003)
139 Supplemental DECLARATION of Susan M. Coler in support of motion to compel production of documents [123−1] (sealed − separate) (SJH) (Entered: 07/08/2003)
140 DECLARATION of Ronald L. Adler in support of motion to compel production of documents [123−1] 8pg(s) (SJH) (Entered: 07/08/2003)
141 MOTION by plaintiff to compel production of non−redacted memorandum and affidavits ( to Special Master ) 2pg(s) (SJH) (Entered: 07/08/2003)
142 MEMORANDUM by defendant in opposition to motion to compel production of non−redacted memorandum and affidavits [141−1] 7pg(s) (SJH) (Entered: 07/08/2003)
143 STIPULATION Motion AND ORDER to Correct July 15, 2002, Order Pursuant to Fed.R.Civ.P. 60 ( Judge Donovan W. Frank ) that the Stipulated Motion of the parties is granted that the Court's Memorandum Opinion and Order dated July 15, 2002, shall be corrected at paragraph 1. a. on page 16 to state: "1. a. Count II is dismissed with prejudice . . . ; however, Count II remains as to all other named Plaintiffs and Count I remains as to all named Plaintiffs, except as otherwise stated below;" 21pg(s)(cc: all counsel) (SJH) (Entered: 07/09/2003)
144 PROTECTIVE ORDER ( Magistrate Judge Arthur J. Boylan ) re: discovery. 16pg(s) (cc: all counsel) (VEM) (Entered: 07/18/2003)
145 MINUTES:( Magistrate Judge Arthur J. Boylan ) Status conference held, Special Master − Objectives shall be plead before the Magistrate Jude or a Non−Dispostitive motion. 1pg(s) (VEM) (Entered: 08/06/2003)
146 OBJECTIONS by Cargill Incorporated to Magistrate Judge regarding Special Master's memorandum and report regarding privileged documents. Separate and under seal (VEM) (Entered: 09/09/2003)
147 RESPONSE by plaintiff to Cargill's objections to Magistrate Judge regarding special master's memorandum and report re: privileged documents. 12 pg(s) (HLL) (Entered: 09/11/2003)
148 MINUTES:( Magistrate Judge Arthur J. Boylan ) Monthly discover conference − discovery issues thaken under advisement. 1 pg(s) (VEM) Modified on 09/22/2003 (Entered: 09/18/2003)
149 ORDER ( Magistrate Judge Arthur J. Boylan ) With respect to Pltfs request for production No. 35 asking for documents related to complaints of race discrimination and race harassment brought by salaried employees: Deft shall confirm with its HR managers that they have searched and produced all documents relating to complaints of race discrimination and race harassment brought by salaried employees. Within 15 days of this order, Deft shall certify to the court that it has produced all such documents. Any documents pertaining to this topic not produced by that time will not be available for use at trial. Defts objections are overruled, except as they relate to the personnel filed of Cargill employees who filed such complaints. With respect to Pltfs request for production No.37 asking for documents related to the work of any Cargill committee, group or individual addressing issues relevant to this litigation: Deft shall confirm with its HR managers that they have searched and produced all documents relating to the work of any Cargill committee, group or individual addressing issues relevant to this litigation. Within 15 days of this order, Deft shall certify to the court that it has produced all such documents. Any documents pertaining to this topic not produced by that time will not be available for use at trial. With respect to Pltfs request for production No. 40 defts need not produced the personnel files of all employees deponents and possible witnesses. 3 pg(s) (cc: all counsel) (VEM) (Entered:

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09/19/2003
09/19/2003 09/19/2003 10/02/2003 10/07/2003 10/07/2003 10/10/2003 10/10/2003 10/10/2003 10/16/2003 10/16/2003 10/16/2003 10/17/2003 10/17/2003 10/17/2003 10/17/2003 10/17/2003 10/17/2003 10/20/2003

09/22/2003)
150 APPEAL from Magistrate Judge's Order to Judge Donovan W. Frank APPEAL by plaintiff concerning order dated 9/15/03, denying motion to compel production of personnel records. [149−1] 3pg(s) (VEM) Modified on 10/22/2003 (Entered: 09/25/2003)
151 MEMORANDUM by plaintiff in support of appeal motion APPEAL from Magistrate Judge's Order to Judge Donovan W. Frank [150−1] 8 pg(s) (VEM) (Entered: 09/25/2003)
152 AFFIDAVIT of Lawrence P. Schaefer regarding appeal motion APPEAL from Magistrate Judge's Order to Judge Donovan W. Frank. [150−1] 2+pg(s) (VEM) (Entered: 09/25/2003)
153 MEMORANDUM by defendant in opposition to appeal motion APPEAL from Magistrate Judge's Order to Judge Donovan W. Frank [150−1] 30pg(s) (VEM) (Entered: 10/07/2003)
155 ORDER ( Magistrate Judge Arthur J. Boylan ) conference on discovery and litigation issues held 10/7/03. 3 pg(s) (cc: all counsel) (VEM) Modified on 10/09/2003 (Entered: 10/09/2003)
154 MINUTES:( Magistrate Judge Arthur J. Boylan )Monthly discovery conference. Hearing held order to be issued on discovery matters. 1 pg(s) (VEM) (Entered: 10/09/2003)
156 MOTION by defendant Cargill Incorporated to stay ( to Magistrate Judge Arthur J. Boylan ). RET. 10/27/03 at 11:00 a.m. 3 pg(s) (JMM) (Entered: 10/14/2003)
157 MEMORANDUM by defendant Cargill Incorporated in support of motion to stay. [156−1] 45 pg(s) (JMM) (Entered: 10/14/2003)
158 AFFIDAVIT of Michael Iwan regarding motion to stay. [156−1] 2+ pg(s) SEPARATE (JMM) (Entered: 10/14/2003)
159 MOTION by defendant for protective order( to Magistrate Judge Arthur J. Boylan). 2 pg(s) (JVN) (Entered: 10/17/2003)
160 MEMORANDUM by defendant in support of motion for protective order. [159−1] 4 pg(s) (JVN) (Entered: 10/17/2003)
161 MOTION by plaintiffs to quash subpoenas duces tecum and ad testificandum , and for protective order ( to Magistrate Judge Arthur J. Boylan ) ret 11/4/03 at 3:00 in St.Paul, MN 3pg(s) (JMH) Modified on 10/21/2003 (Entered: 10/20/2003)
162 MEMORANDUM by plaintiffs in support of motion to quash subpoenas duces tecum and ad testificandum [161−1], of motion for protective order [161−2] (FILED UNDER SEAL) (separate) (JMH) (Entered: 10/21/2003)
163 MEMORANDUM by plaintiff Roderick Arnold in opposition to motion to stay [156−1] (FILED UNDER SEAL) (separate) (JMH) (Entered: 10/21/2003)
164 DECLARATION of Susan M. Coler re motion to quash subpoenas duces tecum and ad testificandum [161−1], re motion for protective order [161−2] (FILED UNDER SEAL) (separate) (JMH) (Entered: 10/21/2003)
165 DECLARATION of Susan M. Coler re motion to stay [156−1] (FILED UNDER SEAL) (separate) (JMH) (Entered: 10/21/2003)
166 SUPPLEMENTAL DECLARATION of Lawrence P. Schaefer (FILED UNDER SEAL) (separate) (JMH) (Entered: 10/21/2003)
167 AMENDED NOTICE OF MOTION by defendant Cargill Incorporated of hearing setting hearing for motion for protective order [159−1] at 3:00pm on 11/4/03. 2pg(s) (GJS) (Entered: 10/21/2003)
168 ORDER ( Judge Donovan W. Frank ) Magistrate Judge Boylan's order of 9/15/03 is affirmed. [150−1] 2 pg(s) (cc: all counsel) (VEM) Additional attachment(s) added on 9/24/2004 (akl). (Entered: 10/22/2003)

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10/21/2003 10/22/2003 10/23/2003 10/23/2003 10/23/2003 10/23/2003 10/24/2003 10/27/2003 11/06/2003 11/21/2003 11/26/2003
11/26/2003
12/09/2003 12/09/2003
02/10/2004

169 ORDER ( Judge Donovan W. Frank ) the Court denies in part and grants in part Deft's appeal [150−1] and accordingly affirms Special Master Peter N. Thompson's Memorandum and Report. Separate and under seal ( cc: all counsel) (VEM) Modified on 10/27/2003 (Entered: 10/22/2003)
170 MEMORANDUM AND REPORT FILED by Special Master regarding privileged docuemnts. separate and under seal. (VEM) (Entered: 10/23/2003)
171 SECOND AMENDED NOTICE by defendant of setting hearing for motion for protective order to Magistrate Judge Arthur J. Boylan [159−1] at 11:00 am on 10/27/03. 3 pg(s) (VEM) (Entered: 10/27/2003)
172 MEMORANDUM by defendant in opposition to motion to quash subpoenas duces tecum and ad testificandum. [161−1] 17pg(s) (VEM) (Entered: 10/27/2003)
174 PLAINTIFFS' AMENDED NOTICE of motion and motion to quash subpoenas duces tecum and ad testificandum [161−1] at 11:00 10/27/03, and for protective order. [161−2] at 11:00 10/27/03. 3 pg(s) (ARB) (Entered: 10/27/2003)
175 MEMORANDUM in opposition to defendant's motion for protective order. [159−1] 4 pg(s) (ARB) (Entered: 10/27/2003)
173 AFFIDAVIT of Janice M. Symchych regarding motion to quash subpoenas duces tecum and ad testificandum. [161−1] 2 pg(s) (VEM) Modified on 10/27/2003 (Entered: 10/27/2003)
176 ERRATA by plaintiff to combined memorandum in support of motion to quash subpoenas duces tecum and[161−1] ad testificandum for a protective order [159−1] and in opposition to deft's motion for stay [156−1] and declaration of Susan M. Coler. 5pg(s) (VEM) (Entered: 10/29/2003)
177 ORDER ( Judge Donovan W. Frank ) Documents shll be provided in unredacted form to the Pltf. (cc: all counsel) Separate and under seal (VEM) Modified on 12/01/2003 (Entered: 11/12/2003)
178 ATTORNEY SUBSTITUTION: terminating attorney Janice Marie Symchych for Cargill Incorporated. 1pg(s) (VEM) (Entered: 11/21/2003)
179 ORDER ( Magistrate Judge Arthur J. Boylan / 11/26/03) Deft's motion to stay is denied. [156−1] Deft's motion for protective order is denied. [159−1] Pltf's motion motion to quash subpoenas granted in part and denied in part. [161−1] Pltf's motion for protective order is granted. [161−2] 6pg(s) (cc: all counsel) (VEM) Additional attachment(s) added on 9/24/2004 (akl). (Entered: 12/02/2003)
180 ORDER ( Magistrate Judge Arthur J. Boylan / 11/26/03) Deft Cargill shall produce personnel records of 59 specifically named employees. Deft Cargill shall produce documents subject to the District Court's decision on appeal of the Special Master's ruling on production of privileged materials. petinent materials shall be produced by 12/3/03. 2pg(s) (cc: all counsel) (VEM) Additional attachment(s) added on 9/24/2004 (akl). (Entered: 12/02/2003)
181 MINUTES:( Magistrate Judge Arthur J. Boylan ) Monthly discovery confernece. 1 pg(s) (VEM) (Entered: 12/12/2003)
182 ORDER AMENDING PRETRIAL SCHEDULING ORDER ( Magistrate Judge Arthur J. Boylan ) The date by which discovery during the pre−class certification portion shall be completed shall be extended to 3/17/04. Pltfs must complete disclosures with respect to class certification experts shall be extended to 4/16/04. Defts must complete disclosures with respect to class certification experts shall be extended to 6/7/04. The date by which witness depositions with respect to class certification experts shall be extended to 9/7/04. The date which pltfs will serve their class certification briefs shall be extended to 7/19/04. Deft will serve its reply to the class certification brief shall be extended to 8/16/04. Plts will submit any reply brief shall be extended to 8/30/04. 2 pg(s) (cc: all counsel) (VEM) Additional attachment(s) added on 9/24/2004 (akl). (Entered: 12/12/2003)
183 MINUTES:( Magistrate Judge Arthur J. Boylan ) Discovery conference. 1 pg(s) (VEM) (Entered: 02/10/2004)

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02/10/2004
02/11/2004
02/26/2004 03/02/2004 03/02/2004 03/02/2004 03/02/2004 03/02/2004 03/02/2004 03/02/2004 03/02/2004 03/17/2004 03/17/2004 03/17/2004 03/17/2004 04/13/2004 04/13/2004

184 ORDER ( Magistrate Judge Arthur J. Boylan ) deft shall produce personnel records for 14 particularly identidied employees, along with records of any employees identified by supplementary response to Pltf's interrogatory No. 3. Court finds that the materials are relevant. Court finds that the production is not overly burdenson or overbroad and any objections todisclosure on those grounds is overruled. The records at issue shall be produced by 2/20/04. 2pg(s) (cc: all counsel) (VEM) Additional attachment(s) added on 9/24/2004 (akl). (Entered: 02/10/2004)
185 AMENDING PRETRIAL SCHEDULING ORDER ( Magistrate Judge Arthur J. Boylan ) The pretirl scheduling order dated 12/9/03 be amended: Pltf must complete disclosure with respect to class certification shall be extended to 4/22/04. Deft must complete disclosrue with respect to class certification shall be extended to 6/15/04. 4pg(s) (cc: counsel) (VEM) Additional attachment(s) added on 9/24/2004 (akl). (Entered: 02/12/2004)
186 STIPULATION AND ORDER court's order dated 10/21/03 unsealed pages 1−7. Signed by Judge Donovan W Frank on 2/26/04. (VEM) (Entered: 02/26/2004)
187 MOTION for Summary Judgment on the Claims of Louis Darden by Cargill Incorporated. 1pg (SJH) (Entered: 03/03/2004)
188 NOTICE of Hearing on 187 MOTION for Summary Judgment: Hearing set for 4/23/2004 10:00 AM in St Paul − Courtroom 2 before Judge Donovan W Frank. (SJH) (Entered: 03/03/2004)
189 MEMORANDUM in Support re 187 MOTION for Summary Judgment filed by Cargill Incorporated. (sealed − separate)(SJH) (Entered: 03/03/2004)
190 AFFIDAVIT in Support by Wilda Wahpepah, with exhibits, re 187 MOTION for Summary Judgment filed by Cargill Incorporated. (sealed − separate)(SJH) (Entered: 03/03/2004)
191 AFFIDAVIT in Support by Dale Fehrenbach, with exhibit, re 187 MOTION for Summary Judgment filed by Cargill Incorporated. (sealed − separate) (SJH) (Entered: 03/03/2004)
192 AFFIDAVIT in Support by Noreen Fitzgerald, with exhibits, re 187 MOTION for Summary Judgment filed by Cargill Incorporated. (sealed − separate)(SJH) (Entered: 03/03/2004)
193 AFFIDAVIT in Support by Charles Michael Suter, with exhibit, re 187 MOTION for Summary Judgment filed by Cargill Incorporated. (sealed − separate)(SJH) (Entered: 03/03/2004)
194 AFFIDAVIT in Support by Bgradley Down re 187 MOTION for Summary Judgment filed by Cargill Incorporated. 2pgs (SJH) (Entered: 03/03/2004)
195 MOTION for Summary Judgment by Cargill Incorporated.1pg (VEM) (Entered: 03/20/2004)
196 NOTICE of Hearing on Motion 195 MOTION for Summary Judgment: Motion Hearing set for 4/23/2004 10:00 AM in St Paul − Courtroom 2 before Judge Donovan W Frank. 1pg(VEM) (Entered: 03/20/2004)
197 MEMORANDUM in Support re 195 MOTION for Summary Judgment filed by Cargill Incorporated.Separate and under seal (VEM) Modified on 3/20/2004 (vem). (Entered: 03/20/2004)
198 AFFIDAVIT of Ryan E. Mick in support re 195 MOTION for Summary Judgment filed by Cargill Incorporated.Separate and under seal (VEM) (Entered: 03/20/2004)
199 MEMORANDUM in Opposition re 187 Deft's MOTIONS for Summary Judgment on the claims of Louis Darden and Pltfs' claims for constructive discharge. 195 filed by Plaintiffs. 35 pgs(VEM) (Entered: 04/22/2004)
200 DECLARATION of Lawrence P. Schaefer in opposition of Deft's 187 MOTIONS for Summary Judgment on the claims of Louis Darden and Pltfs' claims for constructive discharge 195 by Plaintiffs.1+pgs Separate (VEM) (Entered: 04/22/2004)

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04/19/2004 04/19/2004 04/19/2004 04/19/2004 04/23/2004
04/23/2004 04/29/2004 04/29/2004 04/29/2004 04/30/2004 04/30/2004 04/30/2004 04/30/2004 05/06/2004 05/11/2004 05/13/2004 05/28/2004
06/07/2004

202 MEMORANDUM in Support re 195 MOTION for Summary Judgment on Pltfs' constructive discharge claims filed by Cargill Incorporated. separate and under seal. (VEM) (Entered: 04/26/2004)
203 AFFIDAVIT of Michael Iwan in SUPPORT OF 195 MOTION for Summary Judgment on Pltfs' constructive discharge claims filed by Cargill Incorporated. separate and under seal. (VEM) (Entered: 04/26/2004)
204 MEMORANDUM in Support re 187 MOTION for Summary Judgment on the claims of Louis Darden filed by Cargill Incorporated. separate and under seal. (VEM) (Entered: 04/26/2004)
205 AFFIDAVIT of Michael Iwan in SUPPORT OF 187 MOTION for Summary Judgment on the claims of louis Darden filed by Cargill Incorporated. separate and under seal. (VEM) (Entered: 04/26/2004)
201 Minute Entry for proceedings held before Judge Donovan W Frank : Motion Hearing held on 4/23/2004 re 187 MOTION for Summary Judgment Re Louis Darden filed by Cargill Incorporated − Taken Under Advisement, 195 MOTION for Summary Judgment Re Constructive Discharge filed by Cargill Incorporated − Taken Under Advisement. (Court Reporter Jeanne Anderson) (lml) (Entered: 04/23/2004)
Motions Taken Under Advisement: 187 MOTION for Summary Judgment, 195 MOTION for Summary Judgment (lml) (Entered: 05/07/2004)
206 Cargill's memorandum in opposition to Pltf's motion to compel deposition testimony of Sue Sjeklocha and Ernest Micek.8pgs (VEM) (Entered: 05/11/2004)
207 EXHIBIT 2 by Cargill Incorporated.Separate and under seal. (VEM) (Entered: 05/11/2004)
208 EXHIBIT 3 by Cargill Incorporated to memorandum in opposition to Pltfs' motion to compel deposition. Separate and under seal. (VEM) (Entered: 05/11/2004)
209 Pltfs' reply memorandum and exhibits 1−4 in support of motion to compel deporition testimony of Sue Sjeklocha and Ernest Micek by Pltfs. 1+pgs. (VEM) Modified on 5/11/2004 (vem). (Entered: 05/11/2004)
210 EXHIBITS 2 to Pltfs' reply memorandum in support of motion to compel deporition testimony of Sue Sjeklocha and Ernest Micek by Pltfs. Separate and under seal(VEM) (Entered: 05/11/2004)
211 EXHIBITS 3 to Pltfs' reply memorandum in support of motion to compel deporition testimony of Sue Sjeklocha and Ernest Micek by Pltfs. Separate and under seal. (VEM) (Entered: 05/11/2004)
212 APPEAL JUDGMENT the petition for writ of mandamus has been considered by the court and is denied. (VEM) (Entered: 05/11/2004)
213 Minute Entry for proceedings held before Judge Arthur J Boylan : Telephone Conference held on 5/6/2004 regarding dispute on expert rate of pay. (VEM) (Entered: 05/11/2004)
215 TRANSCRIPT of civil motion Proceedings held on 4/23/04 before Judge Honorable Judge Donovan W. Frank. Court Reporter: Jeanne M. Anderson. 58pgs (VEM) (Entered: 05/14/2004)
214 ORDER Pltf's motion to compel deposition testimony from deponents Sue Ann Sjeklocha and Ernest Micek is granted in part and denied in part. Signed by Judge Arthur J Boylan on 4/13/04. (VEM) (Entered: 05/14/2004)
216 ORDER granting 187 Motion for Summary Judgment on Claims of Louis Darden, denying 195 Motion for Summary Judgment on Plaintiff's Constructive Discharge Claims . Signed by Judge Donovan W Frank on 5/28/04. (lml) (Entered: 05/28/2004)
217 CERTIFICATE OF SERVICE by Cargill Incorporated re 185 Order, (Ginder, Mark) (Entered: 06/07/2004)

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06/08/2004 06/15/2004 06/15/2004 06/16/2004 06/16/2004
06/16/2004
06/17/2004
06/18/2004 06/18/2004 06/18/2004 06/18/2004
06/18/2004 06/18/2004

218 ORDER AMENDING PRETRIAL SCHEDULING ORDER re 185 Pretrial Scheduling Order. Signed by Magistrate Judge Arthur J Boylan on 6/8/04. (SEA) (Entered: 06/08/2004)
219 STIPULATION re 218 Order, Set Scheduling Order Deadlines by Cargill Incorporated. (Ginder, Mark) (Entered: 06/15/2004)
220 CERTIFICATE OF SERVICE by Cargill Incorporated re 219 Stipulation to Amend Pretrial Scheduling Order (Ginder, Mark) (Entered: 06/15/2004)
221 ORDER AMENDING PRETRIAL SCHEDULING ORDER. Signed by Magistrate Judge Arthur J Boylan on 6/16/04. (RJL) (Entered: 06/16/2004)
222 STIPULATION Regarding Page Limitations on Class Certification Briefing by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Ronald Garrus, Margo Harvey, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. (Coler, Susan) (Entered: 06/16/2004)
223 CERTIFICATE OF SERVICE by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Ronald Garrus, Margo Harvey, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright re 222 Stipulation, Regarding Page Limitations on Class Certification Briefing (Coler, Susan) (Entered: 06/16/2004)
224 ORDER Granting 222 Stipulation extending page limitation for purpose of briefing class certification isues, filed by Roderick Arnold, Nii−Akwei Acquaye, Sean Allen, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Ronald Garrus, Margo Harvey, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. Signed by Judge Donovan W Frank on 6/17/04. (lml) (Entered: 06/17/2004)
225 MOTION to Dismiss , Disqualify, and Impose Additional Sanctions by Cargill Incorporated. (Iwan, Michael) (Entered: 06/18/2004)
226 NOTICE of Hearing on Motion 225 MOTION to Dismiss , Disqualify, and Impose Additional Sanctions: Motion Hearing set for 8/13/2004 09:00 AM in St Paul − Courtroom 2 before Judge Donovan W Frank. (Iwan, Michael) (Entered: 06/18/2004)
227 MEMORANDUM in Support re 225 MOTION to Dismiss , Disqualify, and Impose Additional Sanctions (Oral Argument Requested) filed by Cargill Incorporated. (Iwan, Michael) (Entered: 06/18/2004)
228 Declaration of Michael Iwan in Support of 225 MOTION to Dismiss , Disqualify, and Impose Additional Sanctions, 226 Notice of Hearing on Motion, 227 Memorandum in Support of Motion filed by Cargill Incorporated. (Attachments: # 1 Index to Exhibits# 2 Exhibit A# 3 Exhibit B# 4 Exhibit C−1# 5 Exhibit C−2# 6 Exhibit C−3# 7 Exhibit C−4# 8 Exhibit D# 9 Exhibit E# 10 Exhibit F# 11 Exhibit G# 12 Exhibit H# 13 Exhibit I# 14 Exhibit J# 15 Exhibit K# 16 Exhibit L# 17 Exhibit M# 18 Exhibit N# 19 Exhibit O# 20 Exhibit P# 21 Exhibit Q# 22 Exhibit R# 23 Exhibit S# 24 Exhibit T# 25 Exhibit U# 26 Exhibit V# 27 Exhibit W# 28 Exhibit X# 29 Exhibit Y# 30 Exhibit Z)(Iwan, Michael) (Entered: 06/18/2004)
229 AFFIDAVIT of Arjen Hoogenboom in SUPPORT OF 225 MOTION to Dismiss , Disqualify, and Impose Additional Sanctions filed by Cargill Incorporated. (Iwan, Michael) (Entered: 06/18/2004)
230 AFFIDAVIT of Harriet Harrington in SUPPORT OF 225 MOTION to Dismiss , Disqualify, and Impose Additional Sanctions filed by Cargill Incorporated. (Iwan, Michael) (Entered: 06/18/2004)

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06/18/2004 06/18/2004
06/21/2004 06/21/2004 06/21/2004 06/21/2004 06/21/2004 06/21/2004 06/21/2004 06/21/2004 06/21/2004
06/21/2004 06/28/2004
06/28/2004

231 AFFIDAVIT of Janice M Symchych in SUPPORT OF 225 MOTION to Dismiss , Disqualify, and Impose Additional Sanctions filed by Cargill Incorporated. (Iwan, Michael) (Entered: 06/18/2004)
232 CERTIFICATE OF SERVICE by Cargill Incorporated re 225 MOTION to Dismiss , Disqualify, and Impose Additional Sanctions, 226 Notice of Hearing on Motion, 227 Memorandum in Support of Motion, 228 Declaration in Support,,, 229 Affidavit in Support of Motion, 230 Affidavit in Support of Motion, 231 Affidavit in Support of Motion (Iwan, Michael) (Entered: 06/18/2004)
233 NOTICE by Cargill Incorporated of Motion to Strike Untimely Declarations, or in the Alternative, to Compel Declaratory Depositions (Fitzgerald, Emily) (Entered: 06/21/2004)
234 MOTION to Strike Untimely Declaration, or in the Alternative, to Compel Declarant Depositions by Cargill Incorporated. (Fitzgerald, Emily) (Entered: 06/21/2004)
235 MEMORANDUM in Support re 234 MOTION to Strike Untimely Declaration, or in the Alternative, to Compel Declarant Depositions filed by Cargill Incorporated. (Fitzgerald, Emily) (Entered: 06/21/2004)
236 AFFIDAVIT in SUPPORT OF 234 MOTION to Strike Untimely Declaration, or in the Alternative, to Compel Declarant Depositions Affidavit of Melissa Raphan filed by Cargill Incorporated. (Fitzgerald, Emily) (Entered: 06/21/2004)
237 EXHIBIT 1 thru 13 by Cargill Incorporated. filed by Cargill Incorporated. (Fitzgerald, Emily) (Entered: 06/21/2004)
238 EXHIBIT 14 to 18 by Cargill Incorporated. filed by Cargill Incorporated. (Fitzgerald, Emily) (Entered: 06/21/2004)
239 EXHIBIT 19 to 22 by Cargill Incorporated. filed by Cargill Incorporated. (Fitzgerald, Emily) (Entered: 06/21/2004)
240 EXHIBIT 23 to 26 by Cargill Incorporated. filed by Cargill Incorporated. (Fitzgerald, Emily) (Entered: 06/21/2004)
241 AFFIDAVIT of Service by Cargill Incorporated re 237 Exhibit, 238 Exhibit, 239 Exhibit, 240 Exhibit, 233 Notice (Other), 234 MOTION to Strike Untimely Declaration, or in the Alternative, to Compel Declarant Depositions, 235 Memorandum in Support of Motion, 236 Affidavit in Support of Motion (Fitzgerald, Emily) (Entered: 06/21/2004)
Set Hearing as to 234 MOTION to Strike Untimely Declaration, or in the Alternative, to Compel Declarant Depositions. Motion Hearing set for 6/30/2004 09:00 AM in St Paul − Chambers 638 before Magistrate Judge Arthur J Boylan. (RJL) (Entered: 06/22/2004)
242 RESPONSE in Opposition re 234 MOTION to Strike Untimely Declaration, or in the Alternative, to Compel Declarant Depositions filed by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Ronald Garrus, Margo Harvey, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. (Coler, Susan) (Entered: 06/28/2004)
243 AFFIDAVIT of Mara R. Thompson in OPPOSITION TO 234 MOTION to Strike Untimely Declaration, or in the Alternative, to Compel Declarant Depositions filed by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Ronald Garrus, Margo Harvey, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. (Attachments: # 1 Exhibit Exhibits 1 and 2 to Declaration of Mara Thompson)(Coler, Susan) (Entered: 06/28/2004)

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06/28/2004
07/01/2004 07/08/2004 07/12/2004 07/13/2004
07/13/2004 07/19/2004
07/19/2004 07/19/2004 07/19/2004 07/19/2004

244 CERTIFICATE OF SERVICE by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Ronald Garrus, Margo Harvey, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright re 242 Response in Opposition to Motion,,, 243 Affidavit in Opposition to Motion,, (Coler, Susan) (Entered: 06/28/2004)
245 Minute Entry for proceedings held before Magistrate Judge Arthur J Boylan : Motion Hearing held on 7/1/2004 re 234 MOTION to Strike Untimely Declaration, or in the Alternative, to Compel Declarant Depositions filed by Cargill Incorporated. Order to be issued. (chambers tape) (JLB) (Entered: 07/01/2004)
246 APPLICATION to File Conventionally. (Coler, Susan) (Entered: 07/08/2004)
247 ORDER REGARDING APPLICATION TO FILE DOCUMENTS CONVENTIONALLY granting 246 Application to File Information Conventionally . Signed by Judge Donovan W Frank on 07/12/04. (lml) (Entered: 07/12/2004)
248 AMENDED COMPLAINT with Jury Demand First Amended, filed pursuant to telephone request by Clerk's Office, originally signed 5/7/2003, submitted to the Court with Plaintiffs' Proposed Order Granting Leave to Amend Complaint and Dismissing Plaintiff Margo Harvey Without Prejudice, against Cargill Incorporated, filed by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Ronald Garrus, Margo Harvey, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright.(Coler, Susan) (Entered: 07/13/2004)
249 ORDER granting in part and denying in part 234 Motion to Strike 234 MOTION to Strike Untimely Declaration, or in the Alternative, to Compel Declarant Depositions . Signed by Magisatrate Judge Arthur J Boylan on 7/13/2004. (DFL) (Entered: 07/13/2004)
250 MOTION to Certify Class by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Ronald Garrus, Margo Harvey, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. (Attachments: # 1 Exhibit A to Motion for Class Certification)(Coler, Susan) (Entered: 07/19/2004)
251 NOTICE of Hearing on Motion 250 MOTION to Certify Class: Motion Hearing set for 10/1/2004 11:00 AM in St Paul − Courtroom 2 before Judge Donovan W Frank. (Coler, Susan) (Entered: 07/19/2004)
252 DOCUMENTS WITHDRAWN FROM THE RECORD ON 9−20−04 PURSUANT TO COURT ORDER 371 Additional attachment(s) added on 9/20/2004 removed attached documents and added placeholder (JVN). Modified on 9/21/2004 to note removal of documents(JVN). (Entered: 07/19/2004)
253 DOCUMENTS WITHDRAWN FROM RECORD ON 9/20/04 PURSUANT TO COURT ORDER 371 . Modified on 9/20/2004 (JVN). Additional attachment(s) added on 9/20/2004 removed document and added placeholder (JVN). (Entered: 07/19/2004)
254 CERTIFICATE OF SERVICE by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Ronald Garrus, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright re 253 Declaration in Support,,, 250 MOTION to Certify Class, 251 Notice of Hearing on Motion, 252 Memorandum in Support of Motion. (Coler, Susan) Modified text on 7/20/2004 (Lexvold, Rena). (Entered: 07/19/2004)

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 58 of 82

07/20/2004
07/20/2004
07/26/2004 07/26/2004 07/26/2004
07/26/2004
07/26/2004 07/26/2004 07/26/2004 07/26/2004 07/26/2004 07/26/2004

255 APPENDIX filed re 253 Declaration in Support,,, 250 MOTION to Certify Class, 251 Notice of Hearing on Motion, 252 Memorandum in Support of Motion,, Notification of Conventional Filing of CD Rom Containing Deposition Testimony in Support of Motion for Class Certification − FILED UNDER SEAL. (Coler, Susan). CD−ROM CONTAINING THE COMPLETE TRANSCRIPT OF ALL DEPOSITIONS CITED IN APPENDIX 7 RECEIVED ON 7/20/04. Modified on 7/22/2004 (LJD). (Entered: 07/20/2004)
256 CERTIFICATE OF SERVICE by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Ronald Garrus, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright re 255 Appendix filed, CD−Rom, FILED UNDER SEAL, in Support of Plaintiffs' Motion for Class Certification (Coler, Susan) (Entered: 07/20/2004)
257 APPEAL OF MAGISTRATE JUDGE DECISION to District Court re 249 Order on Motion to Strike. (Schaefer, Lawrence) Modified text on 7/27/2004 (Lexvold, Rena). (Entered: 07/26/2004)
258 EXHIBITS 3,5,7,8. (Attachments: # 1 Exhibit 3b# 2 Exhibit 5a# 3 Exhibit 5b# 4 Exhibit 7a# 5 Exhibit 7b# 6 Exhibit 8)(RJL) (Entered: 07/26/2004)
259 BRIEF re 257 APPEAL OF MAGISTRATE JUDGE DECISION to District Court re 249 Order on Motion to Strike Declarations or, in the Alternative, to Compel Declarant Depositions filed by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Ronald Garrus, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. (Schaefer, Lawrence) (Entered: 07/26/2004)
260 CERTIFICATE OF SERVICE by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Ronald Garrus, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright re 257 APPEAL OF MAGISTRATE JUDGE DECISION to District Court re 249 Order on Motion to Strike, 259 Brief. (Schaefer, Lawrence) Modified text on 7/27/2004 (Lexvold, Rena). (Entered: 07/26/2004)
261 MOTION to Strike Untimely Third−Party Declarations by Cargill Incorporated. (Iwan, Michael) Modified text on 7/27/2004 (Lexvold, Rena). (Entered: 07/26/2004)
262 NOTICE of Hearing on Motion 261 MOTION to Strike Untimely Third−Party Declarations: (Iwan, Michael) (Entered: 07/26/2004)
263 MEMORANDUM in Support re 261 MOTION to Strike Untimely Third−Party Declarations filed by Cargill Incorporated. (Iwan, Michael) (Entered: 07/26/2004)
264 Declaration of Paul Klaas in Support of 261 MOTION to Strike Untimely Third−Party Declarations, 263 Memorandum in Support of Motion filed by Cargill Incorporated. (Iwan, Michael) (Entered: 07/26/2004)
265 Declaration of Melissa Raphan in Support of 261 MOTION to Strike Untimely Third−Party Declarations, 263 Memorandum in Support of Motion filed by Cargill Incorporated. (Attachments: # 1 Exhibit 4−7)(Iwan, Michael) (Entered: 07/26/2004)
266 CERTIFICATE OF SERVICE by Cargill Incorporated re 261 MOTION to Strike Untimely Third−Party Declarations, 262 Notice of Hearing on Motion, 263 Memorandum in Support of Motion, 264 Declaration in Support, 265 Declaration in Support. (Iwan, Michael) Modified text on 7/27/2004 (Lexvold, Rena). (Entered: 07/26/2004)

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 59 of 82

07/27/2004 07/27/2004 07/27/2004 07/27/2004 07/27/2004 07/29/2004 08/03/2004 08/03/2004
08/03/2004 08/03/2004
08/03/2004
08/03/2004
08/03/2004

267 AMENDED NOTICE of Hearing on Motion 261 MOTION to Strike Untimely Third−Party Declarations: (Fitzgerald, Emily) (Entered: 07/27/2004)
268 CERTIFICATE OF SERVICE by Cargill Incorporated re 267 Amended Notice of Hearing on Motion (Fitzgerald, Emily) (Entered: 07/27/2004)
269 APPEAL OF MAGISTRATE JUDGE DECISION to District Court re 249 Order on Motion to Strike (Iwan, Michael) (Entered: 07/27/2004)
270 MEMORANDUM by Cargill Incorporated re 269 APPEAL OF MAGISTRATE JUDGE DECISION to District Court re 249 Order on Motion to Strike filed by Cargill Incorporated. (Iwan, Michael) (Entered: 07/27/2004)
271 CERTIFICATE OF SERVICE by Cargill Incorporated re 270 Memorandum, 269 APPEAL OF MAGISTRATE JUDGE DECISION to District Court re 249 Order on Motion to Strike (Iwan, Michael) (Entered: 07/27/2004)
272 ORDER granting Plaintiff's Request for Leave to File a Motion for Reconsideration. Signed by Judge Donovan W Frank on 7/29/04. (lml) (Entered: 07/29/2004)
273 ORDER denying Defendant's letter request for evidentiary hearing. Signed by Judge Donovan W Frank on 8/3/04. (lml) (Entered: 08/03/2004)
274 MOTION for Leave to File Responsive Memorandum within 10 Days of Hearing by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Ronald Garrus, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. (Schaefer, Lawrence) (Entered: 08/03/2004)
275 NOTICE of Hearing on Motion 274 MOTION for Leave to File Responsive Memorandum within 10 Days of Hearing: Motion Hearing set for 8/13/2004 09:00 AM before Judge Donovan W Frank. (Schaefer, Lawrence) (Entered: 08/03/2004)
276 DOCUMENT FILED IN ERROR. MISSING PAGES. MEMORANDUM in Opposition re 225 MOTION to Dismiss , Disqualify, and Impose Additional Sanctions, 274 MOTION for Leave to File Responsive Memorandum within 10 Days of Hearing filed by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. (Schaefer, Lawrence) Modified on 8/4/2004 (LJD). (Entered: 08/03/2004)
277 DECLARATION of Mara R. Thompson in Opposition to 225 MOTION to Dismiss , Disqualify, and Impose Additional Sanctions, 276 Memorandum in Opposition to Motion,, filed by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. (Schaefer, Lawrence) (Entered: 08/03/2004)
278 DECLARATION of Teresa K. Patton in Opposition to 225 MOTION to Dismiss , Disqualify, and Impose Additional Sanctions, 276 Memorandum in Opposition to Motion,, filed by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. (Schaefer, Lawrence) (Entered: 08/03/2004)
279 DECLARATION of Lori Buchheim in Opposition to 225 MOTION to Dismiss , Disqualify, and Impose Additional Sanctions, 276 Memorandum in Opposition to Motion,, filed by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 60 of 82

08/03/2004 08/03/2004 08/03/2004 08/03/2004 08/03/2004 08/03/2004

Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. (Schaefer, Lawrence) (Entered: 08/03/2004)
280 DECLARATION of Sean Wright in Opposition to 225 MOTION to Dismiss , Disqualify, and Impose Additional Sanctions, 276 Memorandum in Opposition to Motion,, filed by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. (Schaefer, Lawrence) (Entered: 08/03/2004)
281 DECLARATION of Lawrence P. Schaefer in Opposition to 225 MOTION to Dismiss , Disqualify, and Impose Additional Sanctions, 276 Memorandum in Opposition to Motion,, filed by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. (Attachments: # 1 Exhibit Exhibits 1 − 9# 2 Exhibit Exhibits 10 − 15# 3 Exhibit Chavers# 4 Exhibit Douglas, part 1# 5 Exhibit Douglas, part 2# 6 Exhibit Reed and Smith)(Schaefer, Lawrence) (Entered: 08/03/2004)
282 CERTIFICATE OF SERVICE by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright re 281 Declaration in Opposition,,, 277 Declaration in Opposition,,, 278 Declaration in Opposition,,, 279 Declaration in Opposition,,, 274 MOTION for Leave to File Responsive Memorandum within 10 Days of Hearing, 275 Notice of Hearing on Motion, 280 Declaration in Opposition,,, 276 Memorandum in Opposition to Motion,, re: Motion to Dismiss, Disqualify and Impose Additional Sanctions (Schaefer, Lawrence) (Entered: 08/03/2004)
283 MEMORANDUM in Opposition re 261 MOTION to Strike Untimely Third−Party Declarations filed by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. (Coler, Susan) (Entered: 08/03/2004)
284 DECLARATION of Lawrence P. Schaefer in Opposition to 261 MOTION to Strike Untimely Third−Party Declarations, 283 Memorandum in Opposition to Motion, filed by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. (Attachments: # 1 Exhibit A, part 1# 2 Exhibit A, part 2)(Coler, Susan) (Entered: 08/03/2004)
285 CERTIFICATE OF SERVICE by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright re 283 Memorandum in Opposition to Motion,, 284 Declaration in Opposition,, re: Motion to Strike Untimely Third−Party Declarations (Coler, Susan) (Entered: 08/03/2004)

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 61 of 82

08/04/2004 08/05/2004 08/05/2004 08/05/2004
08/05/2004
08/05/2004
08/05/2004 08/06/2004 08/09/2004 08/09/2004
08/09/2004 08/09/2004

286 ORDER granting 274 Motion for Leave to File . Signed by Judge Donovan W Frank on 8/4/04. (lml) (Entered: 08/04/2004)
287 APPLICATION to File Conventionally. (Toft, Heather) (Entered: 08/05/2004)
288 CERTIFICATE OF SERVICE by Cargill Incorporated re 287 APPLICATION to File Conventionally (Toft, Heather) (Entered: 08/05/2004)
289 MEMORANDUM in Opposition re 225 MOTION to Dismiss , Disqualify, and Impose Additional Sanctions as CORRECTED filed by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. (Coler, Susan) (Entered: 08/05/2004)
290 ERRATA to 289 Memorandum in Opposition to Motion,,, 276 Memorandum in Opposition to Motion,, [re CORRECTED Memorandum] by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. (Coler, Susan) (Entered: 08/05/2004)
291 CERTIFICATE OF SERVICE by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright re 289 Memorandum in Opposition to Motion,,, 290 Errata,, [re CORRECTED Memorandum] (Coler, Susan) (Entered: 08/05/2004)
293 Minute Entry for proceedings held before Judge Arthur J Boylan : Motion Hearing held on 8/5/2004 re 261 MOTION to Strike Untimely Third−Party Declarations filed by Cargill Incorporated. Motion taken under advisement. (GJS) (Entered: 08/06/2004)
292 ORDER REGARDING APPLICATION TO FILE DOCUMENTS CONVENTIONALLY granting 287 Application to File Information Conventionally . Signed by Judge Donovan W Frank on 8/6/04. (lml) (Entered: 08/06/2004)
294 ORDER ON SECOND MOTION TO STRIKE DECLARATIONS − denying AS MOOT 261 Motion to Strike 261 MOTION to Strike Untimely Third−Party Declarations . Signed by Magistrate Judge Arthur J Boylan on 8/9/04. (GJS) (Entered: 08/09/2004)
295 MOTION for Reconsideration re 216 Order on Motion for Summary Judgment, MOTION TO RECONSIDER DISMISSAL OF PROMOTION AND COMPENSATION CLAIMS OF LOUIS DARDEN by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. (Coler, Susan) (Entered: 08/09/2004)
296 NOTICE of Hearing on Motion 295 MOTION for Reconsideration re 216 Order on Motion for Summary Judgment, MOTION TO RECONSIDER DISMISSAL OF PROMOTION AND COMPENSATION CLAIMS OF LOUIS DARDEN: (Coler, Susan) (Entered: 08/09/2004)
297 MEMORANDUM in Support re 295 MOTION for Reconsideration re 216 Order on Motion for Summary Judgment, MOTION TO RECONSIDER DISMISSAL OF PROMOTION AND COMPENSATION CLAIMS OF LOUIS DARDEN NOTIFICATION OF FILING UNDER SEAL of Plaintiffs' Memorandum in Support of Motion to Reconsider Claims of Louis Darden filed by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins,

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 62 of 82

08/09/2004
08/09/2004
08/09/2004 08/09/2004 08/09/2004 08/09/2004 08/09/2004 08/10/2004
08/10/2004

Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. (Coler, Susan). SEALED DOCUMENTS RECEIVED ON 8/9/04. Modified on 8/10/2004 (LJD). Modified text on 8/10/2004 (Lexvold, Rena). (Entered: 08/09/2004)
298 Declaration of Teresa K. Patton in Support of 295 MOTION for Reconsideration re 216 Order on Motion for Summary Judgment, MOTION TO RECONSIDER DISMISSAL OF PROMOTION AND COMPENSATION CLAIMS OF LOUIS DARDEN, 297 Memorandum in Support of Motion,, filed by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. (Attachments: # 1 Exhibit 1−4 and 6# 2 Exhibit Notice of Filing Exs. 5, 7−10, UNDER SEAL)(Coler, Susan). SEALED DOCUMENTS RECEIVED ON 8/9/04. Modified on 8/10/2004 (LJD). (Entered: 08/09/2004)
299 CERTIFICATE OF SERVICE by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright re 298 Declaration in Support, 295 MOTION for Reconsideration re 216 Order on Motion for Summary Judgment, MOTION TO RECONSIDER DISMISSAL OF PROMOTION AND COMPENSATION CLAIMS OF LOUIS DARDEN, 296 Notice of Hearing on Motion, 297 Memorandum in Support of Motion. (Coler, Susan) Modified text on 8/10/2004 (Lexvold, Rena). (Entered: 08/09/2004)
300 REPLY to Response to Motion re 225 MOTION to Dismiss , Disqualify, and Impose Additional Sanctions filed by Cargill Incorporated. (Iwan, Michael) (Entered: 08/09/2004)
301 CERTIFICATE OF SERVICE by Cargill Incorporated re 300 Reply to Response to Motion to Dismiss, Disqualify, and Impose Additional Sanctions. (Iwan, Michael) Modified text on 8/10/2004 (Lexvold, Rena). (Entered: 08/09/2004)
302 MEMORANDUM in Opposition re 257 APPEAL OF MAGISTRATE JUDGE DECISION to District Court re 249 Order on Motion to Strike Declarations, or in the Alternative, to Compel Declarant Depositions filed by Cargill Incorporated. (Fitzgerald, Emily) (Entered: 08/09/2004)
303 Declaration of Melissa Raphan in Support of 302 Memorandum in Opposition to Motion filed by Cargill Incorporated. (Attachments: # 1 Main Document # 2 Exhibit 1 thru 3)(Fitzgerald, Emily) Modified text on 8/10/2004 (Lexvold, Rena). (Entered: 08/09/2004)
304 CERTIFICATE OF SERVICE by Cargill Incorporated re 303 Declaration in Support, 302 Memorandum in Opposition to Motion. (Fitzgerald, Emily) Modified text on 8/10/2004 (Lexvold, Rena). (Entered: 08/09/2004)
305 MEMORANDUM in Opposition re 269 APPEAL OF MAGISTRATE JUDGE DECISION to District Court re 249 Order on Motion to Strike Plaintiffs' Brief in Opposition to Defendant's Appeal from Paragraph 4 of July 13, 2004, Order of Magistrate Judge filed by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. (Coler, Susan) (Entered: 08/10/2004)
306 DECLARATION of Susan M. Coler in Opposition to 269 APPEAL OF MAGISTRATE JUDGE DECISION to District Court re 249 Order on Motion to Strike filed by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 63 of 82

08/10/2004
08/11/2004 08/12/2004
08/12/2004 08/12/2004 08/13/2004 08/13/2004 08/13/2004 08/13/2004 08/16/2004
08/16/2004
08/16/2004

Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. (Attachments: # 1 Exhibit 1 and 2 (FILED UNDER SEAL)# 2 Exhibit 3 and 4)(Coler, Susan). SEALED DOCUMENTS RECEIVED ON 8/10/04. Modified on 8/11/2004 (LJD). (Entered: 08/10/2004)
307 CERTIFICATE OF SERVICE by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright re 305 Memorandum in Opposition to Motion,,, 306 Declaration in Opposition,, (Coler, Susan) (Entered: 08/10/2004)
308 ORDER granting Plaintiff's Request for Leave to File a Motion for Reconsideration. Signed by Judge Donovan W Frank on 8/11/04. (lml) (Entered: 08/11/2004)
309 ORDER denying 257 ORDER RE: APPEAL OF MAGISTRATE JUDGE DECISION to District Court, denying 269 ORDER RE: APPEAL OF MAGISTRATE JUDGE DECISION to District Court, affirming 48 Magistrate Judge Arthur J. Boylan's Order of July 13, 2004 . Signed by Judge Donovan W Frank on 8/12/04. (lml) (Entered: 08/12/2004)
310 Declaration of Michael Iwan of August 12, 2004, in Support of 225 MOTION to Dismiss , Disqualify, and Impose Additional Sanctions filed by Cargill Incorporated. (Attachments: # 1 Exhibit A)(Iwan, Michael) (Entered: 08/12/2004)
311 CERTIFICATE OF SERVICE by Cargill Incorporated re 310 Declaration in Support. (Iwan, Michael) Modified text on 8/13/2004 (Lexvold, Rena). (Entered: 08/12/2004)
312 Minute Entry for proceedings held before Judge Donovan W Frank : Motion Hearing held on 8/13/2004 re 225 MOTION to Dismiss , Disqualify, and Impose Additional Sanctions filed by Cargill Incorporated. (Court Reporter Jeanne Anderson) (lml) (Entered: 08/13/2004)
313 STIPULATION AND ORDER by Cargill Incorporated. (Iwan, Michael) (Entered: 08/13/2004)
314 CERTIFICATE OF SERVICE by Cargill Incorporated re 313 Stipulation and Order (Iwan, Michael) (Entered: 08/13/2004)
315 ORDER re 313 Stipulation filed by Cargill Incorporated. Signed by Judge Donovan W Frank on 8/13/04. (lml) (Entered: 08/13/2004)
316 MEMORANDUM in Opposition re 295 MOTION for Reconsideration re 216 Order on Motion for Summary Judgment, MOTION TO RECONSIDER DISMISSAL OF PROMOTION AND COMPENSATION CLAIMS OF LOUIS DARDEN filed by Cargill Incorporated. (Iwan, Michael). SEALED DOCUMENTS RECEIVED ON 8/16/04. Modified on 8/19/2004 (LJD). (Entered: 08/16/2004)
317 AFFIDAVIT of Dr. Robert Topel in OPPOSITION TO 295 MOTION for Reconsideration re 216 Order on Motion for Summary Judgment, MOTION TO RECONSIDER DISMISSAL OF PROMOTION AND COMPENSATION CLAIMS OF LOUIS DARDEN filed by Cargill Incorporated. (Iwan, Michael). SEALED DOCUMENTS RECEIVED ON 8/16. Modified on 8/17/2004 (LJD). (Entered: 08/16/2004)
318 DECLARATION of Michael Iwan in Opposition to 295 MOTION for Reconsideration re 216 Order on Motion for Summary Judgment, MOTION TO RECONSIDER DISMISSAL OF PROMOTION AND COMPENSATION CLAIMS OF LOUIS DARDEN filed by Cargill Incorporated. (Iwan, Michael). SEALED DOCUMENTS RECEIVED ON 8/16/04. Modified on 8/17/2004 (LJD). (Entered: 08/16/2004)

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 64 of 82

08/16/2004 08/16/2004
08/16/2004 08/16/2004 08/16/2004 08/16/2004 08/16/2004
08/18/2004 08/19/2004
08/19/2004

319 CERTIFICATE OF SERVICE by Cargill Incorporated re 316 Memorandum in Opposition to Motion, 317 Affidavit in Opposition to Motion,, 318 Declaration in Opposition, (Iwan, Michael) (Entered: 08/16/2004)
320 MEMORANDUM in Support re 250 MOTION to Certify Class AMENDED (Notification of Conventional Filing − FILED UNDER SEAL filed by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. (Schaefer, Lawrence). SEALED DOCUMENTS RECEIVED ON 8/16/04. Modified on 8/17/2004 (LJD). (Entered: 08/16/2004)
321 Declaration of Lawrence P. Schaefer in Support of 250 MOTION to Certify Class, 320 Memorandum in Support of Motion,, filed by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. (Schaefer, Lawrence) (Entered: 08/16/2004)
322 APPENDIX filed re 321 Declaration in Support,,, 250 MOTION to Certify Class, 320 Memorandum in Support of Motion,, Appendix 1: Summary Exhibits (AMENDED). (Attachments: # 1 Exhibit 1# 2 Exhibit 2−3# 3 Exhibit 4−5# 4 Exhibit 6−7# 5 Exhibit 8# 6 Exhibit 9)(Schaefer, Lawrence). SEALED DOCUMENTS RECEIVED ON 8/16/04. Modified on 8/17/2004 (LJD). (Entered: 08/16/2004)
323 APPENDIX filed re 321 Declaration in Support,,, 250 MOTION to Certify Class, 320 Memorandum in Support of Motion,, Appendix 2: Declarations (AMENDED). (Attachments: # 1 Exhibit Cephus − C. Smith)(Schaefer, Lawrence) (Entered: 08/16/2004)
324 APPENDIX filed re 321 Declaration in Support,,, 250 MOTION to Certify Class, 320 Memorandum in Support of Motion,, Appendix 3: Expert Reports and Deposition Testimony (AMENDED). (Attachments: # 1 Exhibit Adler Rpt# 2 Exhibit Bielby Rpt# 3 Exhibit Peterson Rev. Rpt# 4 Exhibit Peterson Rpt (part 1 of 2)# 5 Exhibit Peterson Rpt (part 2 of 2)# 6 Exhibit Peterson)(Schaefer, Lawrence). SEALED DOCUMENTS RECEIVED ON 8/16/04. Modified on 8/17/2004 (LJD). (Entered: 08/16/2004)
325 CERTIFICATE OF SERVICE by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright re 321 Declaration in Support,,, 322 Appendix filed,, 323 Appendix filed, 324 Appendix filed,, 320 Memorandum in Support of Motion,, (Schaefer, Lawrence) (Entered: 08/16/2004)
326 AFFIDAVIT of Service by Cargill Incorporated re 316 Memorandum in Opposition to Motion, 317 Affidavit in Opposition to Motion,, 318 Declaration in Opposition, (Iwan, Michael) (Entered: 08/18/2004)
327 MOTION for Leave to File Supplemental Memorandum in Response to Defendant's Motion to Dismiss, Disqualify, and Impose Additional Sanctions by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. (Coler, Susan) (Entered: 08/19/2004)
328 CERTIFICATE OF SERVICE by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis,

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 65 of 82

08/19/2004 08/19/2004
08/19/2004 08/19/2004 08/19/2004 08/19/2004 08/19/2004 08/19/2004 08/19/2004 08/19/2004
08/20/2004 08/23/2004
08/24/2004 08/25/2004

Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright re 327 MOTION for Leave to File Supplemental Memorandum in Response to Defendant's Motion to Dismiss, Disqualify, and Impose Additional Sanctions (Coler, Susan) (Entered: 08/19/2004)
329 MEMORANDUM in Opposition re 250 MOTION to Certify Class filed by Cargill Incorporated. FILED UNDER SEAL (Iwan, Michael) Modified on 8/20/2004 DOCUMENTS RECEIVED BY CLERK'S OFFICE ON 8/19/04 (JVN). (Entered: 08/19/2004)
330 AFFIDAVIT of Holly S.A. Eng in OPPOSITION TO 250 MOTION to Certify Class filed by Cargill Incorporated. (Attachments: # 1 Exhibit Exs. A, D, H, I, J, K, L, O, P, Q# 2 Exhibit B (under seal)# 3 Exhibit C (under seal)# 4 Exhibit E (under seal)# 5 Exhibit F (under seal)# 6 Exhibit G (under seal)# 7 Exhibit M (under seal)# 8 Exhibit N (under seal))(Iwan, Michael) Modified on 8/20/2004 − DOCUMENTS RECEIVED IN CLERK'S OFFICE ON 8/19/04 (JVN). (Entered: 08/19/2004)
331 DECLARATION of Shari L. Jerde in Opposition to 250 MOTION to Certify Class filed by Cargill Incorporated. (Iwan, Michael) (Entered: 08/19/2004)
332 DECLARATION of Ryan E. Mick in Opposition to 250 MOTION to Certify Class filed by Cargill Incorporated. (Iwan, Michael) (Entered: 08/19/2004)
333 AFFIDAVIT of Raymond Kent Norby in OPPOSITION TO 250 MOTION to Certify Class filed by Cargill Incorporated. (Iwan, Michael) (Entered: 08/19/2004)
334 DECLARATION of Melissa Raphan in Opposition to 250 MOTION to Certify Class filed by Cargill Incorporated. (Iwan, Michael) (Entered: 08/19/2004)
335 AFFIDAVIT of Heather C. Toft in OPPOSITION TO 250 MOTION to Certify Class filed by Cargill Incorporated. (Iwan, Michael) (Entered: 08/19/2004)
336 AFFIDAVIT of Robert Topel in OPPOSITION TO 250 MOTION to Certify Class filed by Cargill Incorporated. (Iwan, Michael) (Entered: 08/19/2004)
337 AFFIDAVIT of Thomas Welsh in OPPOSITION TO 250 MOTION to Certify Class filed by Cargill Incorporated. (Iwan, Michael) (Entered: 08/19/2004)
338 CERTIFICATE OF SERVICE by Cargill Incorporated re 336 Affidavit in Opposition to Motion, 330 Affidavit in Opposition to Motion,, 337 Affidavit in Opposition to Motion, 331 Declaration in Opposition, 332 Declaration in Opposition, 333 Affidavit in Opposition to Motion, 334 Declaration in Opposition, 335 Affidavit in Opposition to Motion, 329 Memorandum in Opposition to Motion (Iwan, Michael) (Entered: 08/19/2004)
339 ORDER granting 327 Plaintiffs' Motion for Leave to Supplement Their Memorandum in Response to Defendant's Motion to Dismiss, Disqualify, and Impose Sanctions. Signed by Judge Donovan W. Frank on 08/20/04. (rlb) (Entered: 08/20/2004)
340 AFFIDAVIT of Service by Cargill Incorporated re 330 Affidavit in Opposition to Motion,, 331 Declaration in Opposition, 332 Declaration in Opposition, 333 Affidavit in Opposition to Motion, 334 Declaration in Opposition, 335 Affidavit in Opposition to Motion, 336 Affidavit in Opposition to Motion, 337 Affidavit in Opposition to Motion, 338 Certificate of Service,, 329 Memorandum in Opposition to Motion (Iwan, Michael) (Entered: 08/23/2004)
341 TRANSCRIPT of Proceedings held on August 13, 2004 before Judge Donovan W Frank. Court Reporter: Jeanne M Anderson. 94 pg(s). FILED CONVENTIONALLY. (LJD) (Entered: 08/24/2004)
342 AFFIDAVIT of Service by Cargill Incorporated re 330 Affidavit in Opposition to Motion, Exhibit P to the Affidavit of Holly S.A. Eng in Opposition to Motion for Class Certification (Iwan, Michael) (Entered: 08/25/2004)

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 66 of 82

08/27/2004
08/27/2004
08/27/2004 08/27/2004 08/31/2004 08/31/2004 08/31/2004 08/31/2004 08/31/2004 09/02/2004
09/02/2004
09/02/2004

343 MEMORANDUM in Opposition re 225 MOTION to Dismiss , Disqualify, and Impose Additional Sanctions SUPPLEMENT TO MEMORANDUM filed by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. (Coler, Susan) (Entered: 08/27/2004)
344 CERTIFICATE OF SERVICE by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright re 343 Memorandum in Opposition to Motion,, SUPPLEMENT (Coler, Susan) (Entered: 08/27/2004)
345 MEMORANDUM in Support re 225 MOTION to Dismiss , Disqualify, and Impose Additional Sanctions Supplemental Memo Pursuant to August 20, 2004, Order of Court filed by Cargill Incorporated. (Attachments: # 1 Fischer v. Rheem Mf'g Co., 2004 WL 1088328)(Iwan, Michael) (Entered: 08/27/2004)
346 CERTIFICATE OF SERVICE by Cargill Incorporated re 345 Memorandum in Support of Motion, (Iwan, Michael) (Entered: 08/27/2004)
347 MOTION for Reconsideration of the Court's July 15, 2002 Order by Cargill Incorporated. (Jerde, Shari) (Entered: 08/31/2004)
348 THIS DOCUMENT WAS FILED IN ERROR. Additional attachment(s) added on 9/23/2004 (Lexvold, Rena). (Entered: 08/31/2004)
349 MEMORANDUM in Support re 347 MOTION for Reconsideration of the Court's July 15, 2002 Order filed by Cargill Incorporated. (Jerde, Shari) (Entered: 08/31/2004)
350 AFFIDAVIT of Shari L. Jerde in SUPPORT OF 347 MOTION for Reconsideration of the Court's July 15, 2002 Order filed by Cargill Incorporated. (Attachments: # 1 Exhibit Exhibit A − Davis v. American Society of Civil Engineers# 2 Exhibit Exhibit A − Lakshman v. University of Maine# 3 Exhibit Exhibit A − Love v. Pinnacle Nissan# 4 Exhibit Exhibit A − Pruitt v. City of Chicago)(Jerde, Shari) (Entered: 08/31/2004)
351 CERTIFICATE OF SERVICE by Cargill Incorporated re 347 MOTION for Reconsideration of the Court's July 15, 2002 Order, 348 Notice of Hearing on Motion, 349 Memorandum in Support of Motion, 350 Affidavit in Support of Motion, (Jerde, Shari) (Entered: 08/31/2004)
352 REPLY to Response to Motion re 250 MOTION to Certify Class NOTIFICATION OF CONVENTIONAL FILING OF BRIEF/FILED UNDER SEAL filed by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. (Coler, Susan). SEALED DOCUMENTS RECEIVED ON 9/2/04. Modified on 9/10/2004 (LJD). (Entered: 09/02/2004)
353 Declaration of Susan M. Coler in Support of 352 Reply to Response to Motion,, filed by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. (Coler, Susan) (Entered: 09/02/2004)
354 APPENDIX filed re 352 Reply to Response to Motion,,, 353 Declaration in Support,. (Attachments: # 1 NOTIFICATION OF CONVENTIONAL FILING OF APPENDIX 1 (REPLY): SUMMARY EXHIBITS, Sx. 10−14)(Coler, Susan).

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 67 of 82

09/02/2004 09/02/2004 09/02/2004 09/02/2004 09/02/2004 09/02/2004
09/03/2004 09/03/2004
09/15/2004 09/15/2004 09/15/2004 09/15/2004

SEALED DOCUMENTS FILED ON 9/2/04. Modified on 9/10/2004 (LJD). (Entered: 09/02/2004)
355 APPENDIX filed re 352 Reply to Response to Motion,,, 353 Declaration in Support,. (Attachments: # 1 NOTIFICATION OF CONVENTIONAL FILING OF APPENDIX 3 (Reply): Expert Reports and Deposition Testimony, Adler−Bielby)(Coler, Susan). SEALED DOCUMENTS RECEIVED ON 9/2/04. Modified on 9/10/2004 (LJD). (Entered: 09/02/2004)
356 APPENDIX filed re 352 Reply to Response to Motion,,, 353 Declaration in Support,. (Attachments: # 1 NOTIFICATION OF CONVENTIONAL FILING OF APPENDIX 4 (Reply): PLAINTIFFS' EXHIBITS, Pxs 52−1340)(Coler, Susan). SEALED DOCUMENTS RECEIVED ON 9/2/04. Modified on 9/10/2004 (LJD). (Entered: 09/02/2004)
357 APPENDIX filed re 352 Reply to Response to Motion,,, 353 Declaration in Support,. (Attachments: # 1 NOTIFICATION OF CONVENTIONAL FILING OF APPENDIX 6 (Reply): DOCUMENTS PRODUCED IN LITIGATION, Lx. 9)(Coler, Susan). SEALED DOCUMENTS RECEIVED ON 9/2/04. Modified on 9/10/2004 (LJD). (Entered: 09/02/2004)
358 APPENDIX filed re 352 Reply to Response to Motion,,, 353 Declaration in Support,. (Attachments: # 1 NOTIFICATION OF CONVENTIONAL FILING OF APPENDIX 7 (Reply): DEPOSTION TESTIMONY, DOUGLAS−WINT)(Coler, Susan). SEALED DOCUMENTS RECEIVED ON 9/2/04. Modified on 9/10/2004 (LJD). (Entered: 09/02/2004)
359 APPENDIX filed re 352 Reply to Response to Motion,,, 353 Declaration in Support, APPENDIX 8 (Reply): OTHER DOCUMENTS, Oxs. 32−34. (Coler, Susan) (Entered: 09/02/2004)
360 CERTIFICATE OF SERVICE by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright re 352 Reply to Response to Motion,,, 353 Declaration in Support,, 354 Appendix filed, 355 Appendix filed, 356 Appendix filed, 357 Appendix filed, 358 Appendix filed, 359 Appendix filed (Coler, Susan) (Entered: 09/02/2004)
361 AMENDED NOTICE of Hearing on Motion 250 MOTION to Certify Class: Motion Hearing set for 10/1/2004 01:00 PM in St Paul − Courtroom 2 before Judge Donovan W Frank. (Coler, Susan) (Entered: 09/03/2004)
362 CERTIFICATE OF SERVICE by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright re 361 Amended Notice of Hearing on Motion (Coler, Susan) (Entered: 09/03/2004)
363 APPENDIX filed re 321 Declaration in Support,,, 250 MOTION to Certify Class, 320 Memorandum in Support of Motion,, Appendix 4: Plaintiffs' Exhibits ("Px"). (Attachments: # 1 Exhibit 2−1378)(Schaefer, Lawrence) (Entered: 09/15/2004)
364 APPENDIX filed re 321 Declaration in Support,,, 250 MOTION to Certify Class, 320 Memorandum in Support of Motion,, Appendix 5: Defendant's Exhibits ("Dx"). (Attachments: # 1 Exhibit 9)(Schaefer, Lawrence) (Entered: 09/15/2004)
365 APPENDIX filed re 321 Declaration in Support,,, 250 MOTION to Certify Class, 320 Memorandum in Support of Motion,, Appendix 6: Documents Produced in Litigation ("Lx"). (Attachments: # 1 Exhibit 1−8)(Schaefer, Lawrence) (Entered: 09/15/2004)
366 APPENDIX filed re 321 Declaration in Support,,, 250 MOTION to Certify Class, 320 Memorandum in Support of Motion,, Appendix 7: Deposition Testimony.

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 68 of 82

09/15/2004 09/15/2004 09/15/2004
09/15/2004
09/16/2004 09/17/2004
09/17/2004
09/21/2004 09/21/2004 09/21/2004 09/21/2004

(Attachments: # 1 Exhibit Acquaye − Wright, Bowman − Wessling)(Schaefer, Lawrence) (Entered: 09/15/2004)
367 APPENDIX filed re 321 Declaration in Support,,, 250 MOTION to Certify Class, 320 Memorandum in Support of Motion,, Appendix 8: Other Documents ("Ox"). (Attachments: # 1 Exhibit 1−31)(Schaefer, Lawrence) (Entered: 09/15/2004)
368 APPENDIX filed re 321 Declaration in Support,,, 250 MOTION to Certify Class, 320 Memorandum in Support of Motion,, Appendix 9: Unreported Legal and Factual Authority ("Ax"). (Attachments: # 1 Exhibit 1−3)(Schaefer, Lawrence) (Entered: 09/15/2004)
369 STIPULATION OF PARTIES RE PHYSICALLY WITHDRAWING MATERIALS FROM COURT DOCKET by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. (Coler, Susan) (Entered: 09/15/2004)
370 CERTIFICATE OF SERVICE by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright re 369 Stipulation, (Coler, Susan) (Entered: 09/15/2004)
371 ORDER on Stipulation Re Physically Withdrawing Materials From Court Docket. Signed by Judge Donovan W. Frank on 09/16/04. (rlb) (Entered: 09/16/2004)
372 MEMORANDUM in Opposition re 347 MOTION for Reconsideration of the Court's July 15, 2002 Order ESTABLISHING A SIX−YEAR LIMITATION PERIOD IN THIS CASE filed by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright. (Coler, Susan) (Entered: 09/17/2004)
373 CERTIFICATE OF SERVICE by Nii−Akwei Acquaye, Sean Allen, Roderick Arnold, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright re 372 Memorandum in Opposition to Motion,, (Coler, Susan) (Entered: 09/17/2004)
374 MOTION to Strike Expert Reports and Opinions of Ronald L. Adler, William T. Bielby, and David W. Peterson by Cargill Incorporated. (Iwan, Michael) (Entered: 09/21/2004)
375 NOTICE of Hearing on Motion 374 MOTION to Strike Expert Reports and Opinions of Ronald L. Adler, William T. Bielby, and David W. Peterson: Motion Hearing set for 11/5/2004 10:00 AM in St Paul − Courtroom 3 before Judge Donovan W Frank. (Iwan, Michael) (Entered: 09/21/2004)
376 Declaration of Michael Iwan in Support of 374 MOTION to Strike Expert Reports and Opinions of Ronald L. Adler, William T. Bielby, and David W. Peterson filed by Cargill Incorporated. (Iwan, Michael) (Entered: 09/21/2004)
377 MEMORANDUM in Support re 374 MOTION to Strike Expert Reports and Opinions of Ronald L. Adler, William T. Bielby, and David W. Peterson filed by Cargill Incorporated. (Attachments: # 1 Exhibit Nichols v. SmithKline Beecham Corp.# 2 Exhibit Erpelding v. Skipperliner Indus. Inc.# 3 Exhibit In re St. Jude Litig.# 4 Exhibit Gosho v. U.S. Bancorp Piper Jaffray Inc.)(Iwan, Michael) (Entered: 09/21/2004)

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 69 of 82

09/21/2004 09/22/2004 09/24/2004 10/13/2004 10/14/2004 10/22/2004 10/22/2004 10/22/2004
10/22/2004 11/01/2004 11/01/2004
11/01/2004 11/08/2004
11/08/2004

378 CERTIFICATE OF SERVICE by Cargill Incorporated re 374 MOTION to Strike Expert Reports and Opinions of Ronald L. Adler, William T. Bielby, and David W. Peterson, 375 Notice of Hearing on Motion,, 376 Declaration in Support, 377 Memorandum in Support of Motion, (Iwan, Michael) (Entered: 09/21/2004)
379 AFFIDAVIT of Service by Cargill Incorporated re 376 Declaration in Support (Iwan, Michael) (Entered: 09/22/2004)
380 MEMORANDUM OPINION AND ORDER denying 225 Defendant's Motion to Dismiss, denying 225 Defendant's Motion for Additional Sanctions, granting 225 Defendant's Motion to Disqualify Plaintiffs' Counsel. Signed by Judge Donovan W Frank on 9/24/04. (lml) (Entered: 09/24/2004)
381 ORDER denying Ss Request for Leave to File a Motion for Reconsideration. Signed by Judge Donovan W. Frank on 10/13/04. [Copy of order sent via facsimile from chambers to Lewis A. Remele, Jr., Esq., and Charles E. Lundberg, Esq., Bassford Remele P.A.](rlb) (Entered: 10/13/2004)
382 ORDER for Page Substitution to Doc. No. 380. Signed by Judge Donovan W. Frank on 10/14/04. (Attachments: # 1 Substituted Page 9)(rlb) (Entered: 10/14/2004)
383 NOTICE by Sprenger &Lang of Motion for Directions from the Court for the Implementation of the September 24, 2004 Order and to Amend the Protective Order (Lundberg, Charles) (Entered: 10/22/2004)
384 MOTION for Directions from the Court for the Implementation of the September 24, 2004 Order and to Amend the Protective Order re 383 Notice (Other) by Sprenger &Lang. (Lundberg, Charles) (Entered: 10/22/2004)
385 MEMORANDUM in Support re 384 MOTION for Directions from the Court for the Implementation of the September 24, 2004 Order and to Amend the Protective Order re 383 Notice (Other) filed by Sprenger &Lang. (Attachments: # 1 Exhibit Index# 2 Exhibit I# 3 Exhibit II# 4 Exhibit III)(Lundberg, Charles) (Entered: 10/22/2004)
386 CERTIFICATE OF SERVICE by Sprenger &Lang re 383 Notice (Other), 384 MOTION for Directions from the Court for the Implementation of the September 24, 2004 Order and to Amend the Protective Order re 383 Notice (Other), 385 Memorandum in Support of Motion, (Lundberg, Charles) (Entered: 10/22/2004)
387 MEMORANDUM in Opposition re 384 MOTION for Directions from the Court for the Implementation of the September 24, 2004 Order and to Amend the Protective Order re 383 Notice (Other) filed by Cargill Incorporated. (Iwan, Michael) (Entered: 11/01/2004)
388 DECLARATION of Michael Iwan in Opposition to 384 MOTION for Directions from the Court for the Implementation of the September 24, 2004 Order and to Amend the Protective Order re 383 Notice (Other) filed by Cargill Incorporated. (Attachments: # 1 Exhibit Exhibit A# 2 Exhibit Exhibit B)(Iwan, Michael) (Entered: 11/01/2004)
389 CERTIFICATE OF SERVICE by Cargill Incorporated re 387 Memorandum in Opposition to Motion, 388 Declaration in Opposition, (Iwan, Michael) (Entered: 11/01/2004)
390 MEMORANDUM OPINION AND ORDER re 216 Order on Motion for Summary Judgment. The Court's previous award of summary judgment on Darden's promotion and compensation claims are vacated and those claims are reinstated for further proceedings in the lawsuit. Signed by Judge Donovan W Frank on 11/8/04. (lml) (Entered: 11/08/2004)
391 REPLY to Response to Motion re 384 MOTION for Directions from the Court for the Implementation of the September 24, 2004 Order and to Amend the Protective Order re 383 Notice (Other) filed by Sprenger &Lang. (Lundberg, Charles) (Entered: 11/08/2004)

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 70 of 82

11/08/2004 11/08/2004 11/08/2004
11/16/2004
11/23/2004
11/30/2004
01/03/2005 01/03/2005 01/03/2005 01/03/2005 01/03/2005
01/20/2005 01/20/2005 01/20/2005 01/20/2005
01/21/2005 01/24/2005

392 Declaration of Joseph M. Sellers in Support of 391 Reply to Response to Motion filed by Sprenger &Lang. (Lundberg, Charles) (Entered: 11/08/2004)
393 Declaration of Michael D. Lieder in Support of 391 Reply to Response to Motion filed by Sprenger &Lang. (Attachments: # 1 Exhibit A)(Lundberg, Charles) (Entered: 11/08/2004)
394 CERTIFICATE OF SERVICE by Sprenger &Lang re 392 Declaration in Support, 393 Declaration in Support, 391 Reply to Response to Motion for Directions from the Court for the Implementation of the September 24, 2004 Order and to Amend the Protective Order (Lundberg, Charles) (Entered: 11/08/2004)
395 Minute Entry for proceedings held before Judge Donovan W Frank : Motion Hearing held on 11/16/2004 re 384 MOTION for Directions from the Court for the Implementation of the September 24, 2004 Order and to Amend the Protective Order re 383 Notice (Other) filed by Sprenger &Lang,. (Court Reporter Jeanne Anderson) (lml) (Entered: 11/16/2004)
396 ORDER granting 384 Sprenger &Lang's Motion for Direction from the Court for the Implementation of the September 24, 2004 Order and to Amend the Protective Order (Doc. No. 384) . Signed by Judge Donovan W Frank on 11/23/04. (lml) (Entered: 11/23/2004)
397 TRANSCRIPT of Proceedings held on 11/16/04 before Judge Honorable Judge Donovan W. Frank. Plaintiffs' motion for direction from the Court and to amend protective order. Court Reporter: Jeanne M. Anderson. (VEM) (Entered: 11/30/2004)
398 MOTION to Sever filed by Teresa K Patton. (JLB) (Entered: 01/03/2005)
399 MEMORANDUM in Support re 398 MOTION to Sever filed by Teresa K Patton. (JLB) (Entered: 01/03/2005)
400 Declaration of Teresa Patton in Support of 398 MOTION to Sever filed by Teresa Patton. (JLB) (Entered: 01/03/2005)
401 CERTIFICATE OF SERVICE by Teresa Patton re 398 MOTION to Sever, 399 Memorandum in Support of Motion, 400 Declaration in Support (JLB) (Entered: 01/03/2005)
402 NOTICE OF WITHDRAWAL FROM CASE − attorney Teresa K. Patton no longer represents plaintiffs Ronald Garrus, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Roderick Arnold, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright, Nii−Akwei Acquaye, Sean Allen, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas. (MMC) (Entered: 01/05/2005)
403 NOTICE of Appearance by Susan E MacMenamin on behalf of all plaintiffs (Attachments: # 1 Certificate of Service)(MacMenamin, Susan) (Entered: 01/20/2005)
404 MOTION for Admission Pro Hac Vice for Llezlie Green by all Plaintiffs. (MacMenamin, Susan) Modified text on 1/21/2005 (akl). (Entered: 01/20/2005)
405 MOTION for Admission Pro Hac Vice for Joseph Sellers by all Plaintiffs. (MacMenamin, Susan) Modified text on 1/21/2005 (akl). (Entered: 01/20/2005)
406 CERTIFICATE OF SERVICE by all Plaintiffs re 404 MOTION for Admission Pro Hac Vice for Llezlie Green, 405 MOTION for Admission Pro Hac Vice for Joseph Sellers (MacMenamin, Susan) Modified text on 1/21/2005 (akl). (Entered: 01/20/2005)
407 MEMORANDUM OPINION AND ORDER requesting more information within 45 days on 347 Defendant's Motion for Reconsideration . Signed by Judge Donovan W Frank on 1/21/05. (lml) (Entered: 01/21/2005)
TEXT ONLY ENTRY − ORDER granting 404 and 405 Motions for Admission Pro Hac Vice of attorneys Llezlie Green and Joseph Sellers for Jacqueline Jenkins;

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 71 of 82

01/26/2005
01/27/2005 01/27/2005 02/09/2005 02/17/2005 02/25/2005 02/25/2005 02/25/2005 02/25/2005 03/02/2005 03/02/2005 03/04/2005 03/04/2005 03/11/2005

Keith Lewis; Valerie Mason−Robinson; Michael Mitchell; Phyllis Reece; Tonya Ross; Charles Scott; Roderick Arnold; Clintonia Simmons; Tausha Tate; Emily Tyler; Jacqueline Williams; Cheryl Willis; Sean Wright; Nii−Akwei Acquaye; Sean Allen; Hollis Branham; Toya Brown; Dawn Collins; Louis Darden; Della Dickson; Virgina Douglas; Ronald Garrus and Cheneta Hugley. Fees paid; receipt number 279726. Approved by Clerk Richard D Sletten on 1/24/05. (MMC) (Entered: 01/25/2005)
408 NOTICE OF WITHDRAWAL FROM CASE of Sprenger and Lang attorneys Lawrence Schaefer, Susan M. Coler, Paul C. Sprenger, Michael D. Lieder and Steven M. Sprenger on behalf of plaintiffs Ronald Garrus, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Roderick Arnold, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright, Nii−Akwei Acquaye, Sean Allen, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas. Also, NOTICE OF WITHDRAWAL FROM CASE of Charles E. Lundberg on behalf of Sprenger and Lang. (MMC) (Entered: 01/26/2005)
409 MEMORANDUM by Cargill Incorporated re 398 MOTION to Sever in Support of Motion to Sever Former Sprenger &Lang Attorney Teresa Patton From Disqualification Order filed by Cargill Incorporated. (Wahpepah, Wilda) (Entered: 01/27/2005)
410 CERTIFICATE OF SERVICE by Cargill Incorporated re 409 Memorandum in Support of Motion to Sever Former Sprenger &Lang Attorney Teresa Patton From Disqualification Order (Wahpepah, Wilda) (Entered: 01/27/2005)
411 ORDER denying 398 Teresa K. Patton's Motion to Sever . Signed by Judge Donovan W Frank on 2/9/05. (lml) (Entered: 02/09/2005)
412 MEMORANDUM by Cargill Incorporated Regarding the Effect of Jones v. R.R. Donnelley on Plaintiffs' Promotion and Compensation Claims filed by Cargill Incorporated. (Attachments: # 1 Certificate of Service)(Jerde, Shari) (Entered: 02/17/2005)
413 MOTION To Obtain of the Case Record by Roderick Arnold. (Green, Llezlie) (Entered: 02/25/2005)
414 NOTICE of Hearing on Motion 413 MOTION To Obtain of the Case Record: Motion Hearing set for 3/11/2005 09:00 AM in In Chambers Hearing before Judge Donovan W Frank. (Green, Llezlie) (Entered: 02/25/2005)
415 MEMORANDUM by all plaintiffs In Support of 413 Motion to Obtain Balance of Case Record filed by all plaintiffs. (Green, Llezlie) Modified on 2/25/2005 to add link to motion (JVN). (Entered: 02/25/2005)
416 CERTIFICATE OF SERVICE by Roderick Arnold for 413 Motion to Obtain Balance of Case Record, 414 NOTICE of hearing on motion, and 415 MEMORANDUM IN SUPPORT (Green, Llezlie) Modified on 2/25/2005 (JVN). (Entered: 02/25/2005)
417 REPLY re 412 Memorandum by Cargill Regarding the Effect of Jones v. R.R. Donnelley on Plaintiffs' Promotion and Compensation Claims filed by all plaintiffs. (Green, Llezlie) (Entered: 03/02/2005)
418 CERTIFICATE OF SERVICE by Roderick Arnold re 417 Reply to Cargill's Memorandum Regarding the Effect of Jones v. R.R. Donnelley on Plaintiffs' Promotion and Compensation Claims (Green, Llezlie) (Entered: 03/02/2005)
419 MEMORANDUM in Opposition re 413 MOTION To Obtain of the Case Record filed by Cargill Incorporated. (Iwan, Michael) (Entered: 03/04/2005)
420 CERTIFICATE OF SERVICE by Cargill Incorporated re 419 Memorandum in Opposition to Motion (Iwan, Michael) (Entered: 03/04/2005)
421 Minute Entry for proceedings held before Judge Donovan W Frank : Motion Hearing held on 3/11/2005 re 413 MOTION To Obtain of the Case Record filed by

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 72 of 82

03/22/2005 03/24/2005 03/29/2005 05/06/2005 05/06/2005 07/01/2005 09/22/2005 09/22/2005
10/24/2005 10/25/2005 10/25/2005
11/08/2005
11/10/2005

Roderick Arnold,. (Court Reporter Jeanne Anderson) (lml) (Entered: 03/11/2005)
422 ORDER granting in part and denying in part 347 Motion for Reconsideration . Signed by Judge Donovan W Frank on 3/22/05. (lml) (Entered: 03/22/2005)
423 ORDER granting 413 Plaintiff's Motion to Obtain Balance of Case Record . Signed by Judge Donovan W Frank on 3/24/05. (lml) (Entered: 03/24/2005)
424 TRANSCRIPT of Proceedings held on 3/11/05 before Judge Honorable Judge Donovan W. Frank. Court Reporter: Jeanne M. Anderson. FILED CONVENTIONALLY 49pgs (VEM) (Entered: 03/30/2005)
425 STIPULATION Joint Proposed Order by Cargill Incorporated. (Eng, Holly) (Entered: 05/06/2005)
426 CERTIFICATE OF SERVICE by Cargill Incorporated re 425 Stipulation Joint Proposed Order (Eng, Holly) (Entered: 05/06/2005)
427 ORDER re Plaintiffs' Motion to Obtain Balance of Case Record. Special Master's Report is adopted. Documents to be turned over by August 1, 2005, consistent with Special Master's Report.. Signed by Judge Donovan W Frank on 7/1/05. (Attachments: # 1 Supplement Attachment A)(lml) (Entered: 07/01/2005)
428 NOTICE of Appearance by James H Kaster on behalf of all plaintiffs (Kaster, James) (Entered: 09/22/2005)
429 CERTIFICATE OF SERVICE by Ronald Garrus, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Roderick Arnold, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright, Nii−Akwei Acquaye, Sean Allen, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas re 428 Notice of Appearance (Kaster, James) (Entered: 09/22/2005)
430 ORDER attaching Corrected In Camera Report of the Special Master Re: Sprenger &Lang Documents dated October 12, 2005(Written Opinion). Signed by Judge Donovan W. Frank on 10−18−2005. (Attachments: # 1 Attachment A)(rlb) (Entered: 10/24/2005)
431 Amended MOTION to Strike Expert Reports and Opinions of Ronald L. Adler, William T. Bielby, and David W. Peterson by Cargill Incorporated. (Iwan, Michael) (Entered: 10/25/2005)
432 AMENDED NOTICE of Hearing on Motion 431 Amended MOTION to Strike Expert Reports and Opinions of Ronald L. Adler, William T. Bielby, and David W. Peterson: Motion Hearing set for 1/19/2006 09:00 AM in St Paul − Courtroom 1 before Judge Donovan W Frank. (Attachments: # 1 Certificate of Service)(Iwan, Michael) (Entered: 10/25/2005)
433 MOTION for Admission Pro Hac Vice for Christine E. Webber by Ronald Garrus, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Roderick Arnold, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright, Nii−Akwei Acquaye, Sean Allen, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas. (Attachments: # 1 Certificate of Service)(MacMenamin, Susan) (Entered: 11/08/2005)
TEXT ONLY ENTRY 433 Motion for admission Pro Hac Vice of Attorney Christine E Webber for Jacqueline Jenkins; Keith Lewis; Valerie Mason−Robinson; Michael Mitchell; Phyllis Reece; Tonya Ross; Charles Scott; Roderick Arnold; Clintonia Simmons; Tausha Tate; Emily Tyler; Jacqueline Williams; Cheryl Willis; Sean Wright; Nii−Akwei Acquaye; Sean Allen; Hollis Branham; Toya Brown; Dawn Collins; Louis Darden; Della Dickson; Virgina Douglas; Ronald Garrus and Cheneta Hugley granted by clerk Richard Sletten. Fee paid; receipt number 438215. Approved by clerk Richard D Sletten on 11/9/05. (LLJ) (Entered: 11/10/2005)

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 73 of 82

12/09/2005 12/09/2005 12/09/2005
12/12/2005 12/19/2005 12/19/2005 12/19/2005
12/19/2005 12/19/2005
12/19/2005

434 RESPONSE in Opposition re 431 Amended MOTION to Strike Expert Reports and Opinions of Ronald L. Adler, William T. Bielby, and David W. Peterson filed by all plaintiffs. (Webber, Christine) SEALED DOCUMENTS RECEIVED BY CLERKS OFFICE ON 12/12/05 (LPH). (Entered: 12/09/2005)
435 Declaration of Christine E. Webber in Support of 434 Response in Opposition to Motion filed by all plaintiffs. (Webber, Christine) SEALED DOCUMENTS RECEIVED BY CLERKS OFFICE ON 12/12/2005 (LPH). (Entered: 12/09/2005)
436 CERTIFICATE of Counsel re 434 Response in Opposition to Motion Certificate of Service by Christine E Webber on behalf of Ronald Garrus, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Roderick Arnold, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright, Nii−Akwei Acquaye, Sean Allen, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas. (Webber, Christine) (Entered: 12/09/2005)
437 CERTIFICATE OF SERVICE by Ronald Garrus, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Roderick Arnold, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright, Nii−Akwei Acquaye, Sean Allen, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas re 434 Response in Opposition to Motion, 435 Declaration in Support (JLB) (Entered: 12/13/2005)
438 MOTION for Leave to File Supplemental Memorandum In Support Of Plaintiffs' Motion For Class Certification by Roderick Arnold. (Green, Llezlie) (Entered: 12/19/2005)
439 NOTICE by Roderick Arnold Notice of Motion (Green, Llezlie) (Entered: 12/19/2005)
440 MEMORANDUM in Support re 438 MOTION for Leave to File Supplemental Memorandum In Support Of Plaintiffs' Motion For Class Certification filed by Ronald Garrus, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Roderick Arnold, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright, Nii−Akwei Acquaye, Sean Allen, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas. (Green, Llezlie) SEALED DOCUMENTS RECEIVED IN CLERKS OFFICE on 12/20/2005 (LPH). (Entered: 12/19/2005)
441 LR7.1 WORD COUNT COMPLIANCE CERTIFICATE by Ronald Garrus, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Roderick Arnold, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright, Nii−Akwei Acquaye, Sean Allen, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas re 440 Memorandum in Support of Motion,,. (Green, Llezlie) (Entered: 12/19/2005)
442 DECLARATION by Ronald Garrus, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Roderick Arnold, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright, Nii−Akwei Acquaye, Sean Allen, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas Delaration of Llezlie L. Green. (Attachments: # 1 Exhibit 1# 2 Exhibit 2# 3 Exhibit 3# 4 Exhibit 4# 5 Exhibit 5)(Green, Llezlie) (Entered: 12/19/2005)
443 CERTIFICATE of Counsel by Llezlie Green on behalf of Ronald Garrus, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Roderick Arnold, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright, Nii−Akwei Acquaye, Sean Allen, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas. (Green, Llezlie) (Entered: 12/19/2005)

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 74 of 82

12/22/2005 01/06/2006 01/06/2006 01/06/2006 01/06/2006
01/06/2006 01/10/2006
01/13/2006
01/13/2006
01/13/2006

444 ORDER granting 438 Motion for Leave to File a Supplemental Memorandum. Signed by Judge Donovan W Frank on 12/21/05. (lml) (Entered: 12/22/2005)
445 REPLY to Response to Motion re 431 Amended MOTION to Strike Expert Reports and Opinions of Ronald L. Adler, William T. Bielby, and David W. Peterson filed by Cargill Incorporated. (Iwan, Michael) DOCUMENTS RECEIVED IN CLERK'S OFFICE 1/6/06 Modified on 1/9/2006 (VEM). (Entered: 01/06/2006)
446 RESPONSE in Opposition re 438 MOTION for Leave to File Supplemental Memorandum In Support Of Plaintiffs' Motion For Class Certification filed by Cargill Incorporated. (Iwan, Michael) DOCUMENTS RECEIVED IN CLERK'S OFFICE ON 1/6/06 Modified 1/6/06 vem. (Entered: 01/06/2006)
447 LR7.1 WORD COUNT COMPLIANCE CERTIFICATE by Cargill Incorporated re 446 Response in Opposition to Motion filed by Cargill Incorporated. (Iwan, Michael) (Entered: 01/06/2006)
448 AFFIDAVIT of Robert Topel in OPPOSITION TO 438 MOTION for Leave to File Supplemental Memorandum In Support Of Plaintiffs' Motion For Class Certification filed by Cargill Incorporated. (Iwan, Michael) DOCUMENTS RECEIVED IN CLERK'S OFFICE 1/6/06 Modified on 1/9/2006 (vem). RECEIVED THE ORIGINAL SIGNED CONFIDENTIAL AFFIDAVIT OF ROBERT TOPEL Modified on 1/12/2006 (Moralez, Vickie). (Entered: 01/06/2006)
449 CERTIFICATE OF SERVICE by Cargill Incorporated re 445 Reply to Response to Motion, 446 Response in Opposition to Motion, 447 LR7.1 Word Count Compliance Certificate, 448 Affidavit in Opposition to Motion (Iwan, Michael) (Entered: 01/06/2006)
450 NOTICE by Ronald Garrus, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Roderick Arnold, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright, Nii−Akwei Acquaye, Sean Allen, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas Plaintiffs' Amended Notice Of Motion For Class Certification (Attachments: # 1 Certificate of Service)(Green, Llezlie) (Entered: 01/10/2006)
451 MOTION For Leave To File A Supplemental Declaration of David W. Peterson, Ph.D. re 446 Response in Opposition to Motion, by Ronald Garrus, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Roderick Arnold, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright, Nii−Akwei Acquaye, Sean Allen, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas. (Green, Llezlie) (Entered: 01/13/2006)
452 NOTICE by Ronald Garrus, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Roderick Arnold, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright, Nii−Akwei Acquaye, Sean Allen, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas re 451 MOTION For Leave To File A Supplemental Declaration of David W. Peterson, Ph.D. re 446 Response in Opposition to Motion, Notice of Motion (Green, Llezlie) (Entered: 01/13/2006)
453 CERTIFICATE of Service re 451 MOTION For Leave To File A Supplemental Declaration of David W. Peterson, Ph.D. re 446 Response in Opposition to Motion, by Llezlie Green on behalf of Ronald Garrus, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Roderick Arnold, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright, Nii−Akwei Acquaye, Sean Allen, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas. (Green, Llezlie) Modified text on 1/18/2006 (vem). (Entered: 01/13/2006)

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 75 of 82

01/13/2006
01/19/2006
02/02/2006 02/09/2006
02/28/2006 02/28/2006
02/28/2006 02/28/2006 02/28/2006 02/28/2006

454 Supplemental Declaration of David W. Peterson, Ph.D. re 446 Response in Opposition to Motion, Supplemental Declaration of David W. Peterson, Ph.D. by Ronald Garrus, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Roderick Arnold, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright, Nii−Akwei Acquaye, Sean Allen, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas. (Green, Llezlie) Modified text on 1/18/2006 (vem). (Entered: 01/13/2006)
455 Minute Entry for proceedings held before Judge Donovan W Frank : Motion Hearing held on 1/19/2006 re 250 MOTION to Certify Class filed by Roderick Arnold,, Nii−Akwei Acquaye,, Sean Allen,, Hollis Branham,, Toya Brown,, Dawn Collins,, Louis Darden,, Della Dickson,, Virgina Douglas,, Ronald Garrus,, Margo Harvey,, Cheneta Hugley,, Jacqueline Jenkins,, Keith Lewis,, Valerie Mason−Robinson,, Michael Mitchell,, Phyllis Reece,, Tonya Ross,, Charles Scott,, Clintonia Simmons,, Tausha Tate,, Emily Tyler,, Jacqueline Williams,, Cheryl Willis,, Sean Wright,, 431 Amended MOTION to Strike Expert Reports and Opinions of Ronald L. Adler, William T. Bielby, and David W. Peterson filed by Cargill Incorporated,. (Court Reporter Jeanne Anderson) (lml) (Entered: 01/19/2006)
456 TRANSCRIPT of Plaintiff's motion for class certification Defendant's motion to strike expert reports held on 1/19/06 before Judge Honorable Judge Donovan W. Frank. Court Reporter: Jeanne M. Anderson. FILED CONVENTIONALLY (VEM) Modified text on 3/9/2006 (vem). (Entered: 02/02/2006)
457 NOTICE OF ATTORNEY APPEARANCE/SUBSTITUTION for Ronald Garrus, Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Roderick Arnold, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright, Nii−Akwei Acquaye, Sean Allen, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas (Attachments: # 1 Certificate of Service)(Heins, Samuel) (Entered: 02/09/2006)
458 MOTION to Substitute Party by Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Roderick Arnold, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright, Nii−Akwei Acquaye, Sean Allen, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas. (Green, Llezlie) (Entered: 02/28/2006)
459 NOTICE by Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Roderick Arnold, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright, Nii−Akwei Acquaye, Sean Allen, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas re 458 MOTION to Substitute Party (Green, Llezlie) (Entered: 02/28/2006)
460 MEMORANDUM in Support re 458 MOTION to Substitute Party filed by all plaintiffs. (Green, Llezlie) (Entered: 02/28/2006)
461 LR7.1 WORD COUNT COMPLIANCE CERTIFICATE by all plaintiffs re 460 Memorandum in Support of Motion filed by all plaintiffs. (Green, Llezlie) (Entered: 02/28/2006)
462 Declaration of Llezlie L. Green in Support of 460 Memorandum in Support of Motion filed by all plaintiffs. (Green, Llezlie) (Entered: 02/28/2006)
463 CERTIFICATE of Counsel re 461 LR7.1 Word Count Compliance Certificate, 459 Notice (Other), Notice (Other), 462 Declaration in Support, 460 Memorandum in Support of Motion, 458 MOTION to Substitute Party by Llezlie Green on behalf of Cheneta Hugley, Jacqueline Jenkins, Keith Lewis, Valerie Mason−Robinson, Michael Mitchell, Phyllis Reece, Tonya Ross, Charles Scott, Roderick Arnold, Clintonia Simmons, Tausha Tate, Emily Tyler, Jacqueline Williams, Cheryl Willis, Sean Wright, Nii−Akwei Acquaye, Sean Allen, Hollis Branham, Toya Brown, Dawn Collins, Louis Darden, Della Dickson, Virgina Douglas. (Green, Llezlie)

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 76 of 82

03/02/2006
03/09/2006 06/20/2006
07/24/2006
09/11/2006 09/21/2006 01/04/2007 01/18/2007 05/10/2007 05/14/2007 05/14/2007 05/14/2007 05/14/2007 05/25/2007 05/25/2007 05/25/2007
05/25/2007 06/01/2007 06/01/2007

(Entered: 02/28/2006)
464 ORDER granting 458 Plaintiff's Motion to Substitute. That Janice Lintz, Personal Representative of the estate of Della Y.Dickson is subustituted as a Named Plaintiff in the place of Della Y. Dickson. . Signed by Judge Donovan W Frank on 3/2/06. (lml) (Entered: 03/02/2006)
Transcript docket # 456 has been unsealed. (VEM) (Entered: 03/09/2006)
465 MEMORANDUM OPINION AND ORDER denying 250 Plaintiff's Motion to Certify Class, granting in part and denying in part 431 Defendant's Motion to Strike (Written Opinion). Signed by Judge Donovan W Frank on 6/20/06. (lml) (Entered: 06/20/2006)
466 NOTICE OF STATUS CONFERENCE: Status Conference set for 9/21/2006 10:30 AM in Minneapolis − Courtroom 8E before Magistrate Judge Arthur J Boylan. Signed by Magistrate Judge Arthur J Boylan on 7/24/06. (LPH) (Entered: 07/24/2006)
467 AMENDED NOTICE OF STATUS CONFERENCE: Status Conference set for 9/21/2006 10:30 AM before Magistrate Judge Arthur J Boylan. Signed by Magistrate Judge Arthur J Boylan on 9/11/06. (LPH) (Entered: 09/11/2006)
468 Minute Entry for proceedings held before Magistrate Judge Arthur J Boylan : Status Conference held on 9/21/2006. (LPH) (Entered: 09/21/2006)
469 Minute Entry. Proceedings held before Judge Arthur J. Boylan. Settlement Conference held on 1/4/2007. Continued to January 18, 2007 at 9:00 am in Room 8E, 300 S. 4th Street, Minneapolis, MN. (dch) (Entered: 01/05/2007)
470 Minute Entry. Proceedings held before Magistrate Judge Arthur J. Boylan. Settlement Conference held on 1/18/2007, discussions to continue. (dch) (Entered: 01/19/2007)
471 NOTICE OF SETTLEMENT CONFERENCE. Settlement Conference set for 6/25/2007 09:00 AM before Magistrate Judge Arthur J. Boylan. Signed by Magistrate Judge Arthur J. Boylan on May 10, 2007. (dch) (Entered: 05/10/2007)
472 NOTICE OF WITHDRAWAL FROM CASE OF ADAM GILLETTE by Roderick Arnold (Schlesinger, David) Modified text on 5/15/2007 (kt). (Entered: 05/14/2007)
473 CERTIFICATE OF SERVICE by Roderick Arnold re 472 Notice of Withdrawal from Case (Schlesinger, David) (Entered: 05/14/2007)
474 NOTICE of Appearance by David E Schlesinger on behalf of Roderick Arnold (Schlesinger, David) (Entered: 05/14/2007)
475 CERTIFICATE OF SERVICE by Roderick Arnold re 474 Notice of Appearance (Schlesinger, David) (Entered: 05/14/2007)
476 STIPULATION of Dismissal of Claims of Plaintiff Phyllis Sharp (formerly Phyllis Reece) by Phyllis Reece, Phyllis Reece. (Green, Llezlie) (Entered: 05/25/2007)
477 STIPULATION of Dismissal of Claims of Plaintiff Cheneta Hughey by Cheneta Hugley, Cheneta Hugley. (Green, Llezlie) (Entered: 05/25/2007)
478 ORDER FOR DISMISSAL WITH PREJUDICE OF THE CLAIMS OF PLAINTIFF PHYLLIS SHARP FORMERLY PHYLLIS REECE) per filed Stipulation of Dismissal. Signed by Judge Donovan W. Frank on 5/25/07. (lml) (Entered: 05/25/2007)
479 ORDER FOR DISMISSAL WITH PREJUDICE OF THE CLAIMS OF PLAINTIFF CHENETA HUGHEY per filed Stipulation of Dismissal . Signed by Judge Donovan W. Frank on 5/25/07. (lml) (Entered: 05/25/2007)
480 JUDGMENT entered as to PHYLLIS REECE only. (GJS) (Entered: 06/01/2007)
481 JUDGMENT entered as to CHENETA HUGHEY ONLY. (GJS) (Entered: 06/01/2007)

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 77 of 82

06/25/2007
06/29/2007 06/29/2007 06/29/2007 06/29/2007 06/29/2007 06/29/2007 06/29/2007 06/29/2007 06/29/2007 06/29/2007 06/29/2007 06/29/2007 06/29/2007
06/29/2007 06/29/2007 06/29/2007 06/29/2007 06/29/2007 06/29/2007 06/29/2007 06/29/2007 06/29/2007

482 Minute Entry. Proceedings held before Magistrate Judge Arthur J. Boylan : Settlement Conference held on 6/25/2007. Settlement discussions held. (dch) (Entered: 06/25/2007)
483 STIPULATION of Dismissal of Claims of Plaintiff Charles Scott by Charles Scott, Charles Scott. (Green, Llezlie) (Entered: 06/29/2007)
484 STIPULATION of Dismissal of the Claims of Charles Scott by Charles Scott, Charles Scott. (Green, Llezlie) (Entered: 06/29/2007)
485 STIPULATION of Dismissal of the Claims of Clintonia Simmons by Clintonia Simmons, Clintonia Simmons. (Green, Llezlie) (Entered: 06/29/2007)
486 STIPULATION of Dismissal of the Claims of Dawn Kim Collins by Dawn Collins, Dawn Collins. (Green, Llezlie) (Entered: 06/29/2007)
487 STIPULATION of Dismissal of the Claims of Hollis Branham by Hollis Branham, Hollis Branham. (Green, Llezlie) (Entered: 06/29/2007)
488 STIPULATION of Dismissal of the Claims of Sean Wright by Sean Wright, Sean Wright. (Green, Llezlie) (Entered: 06/29/2007)
489 STIPULATION of Dismissal of the Claims of Michael Wint by Michael Wint. (Green, Llezlie) (Entered: 06/29/2007)
490 STIPULATION of Dismissal of the Claims of Tonya Ross by Tonya Ross. (Green, Llezlie) (Entered: 06/29/2007)
491 STIPULATION of Dismissal of the Claims of Toya Brown by Toya Brown. (Green, Llezlie) (Entered: 06/29/2007)
492 STIPULATION of Dismissal of the Claims of Valerie Mason−Robinson by Valerie Mason−Robinson. (Green, Llezlie) (Entered: 06/29/2007)
493 STIPULATION of Dismissal of the Claims of Virginia Douglas by Virgina Douglas. (Green, Llezlie) (Entered: 06/29/2007)
494 STIPULATION of Dismissal of the Claims of Vivian Little by Vivian Little. (Green, Llezlie) (Entered: 06/29/2007)
495 DOCUMENT FILED IN ERROR − WRONG DOCUMENT ATTACHED; FILER WILL REFILE−STIPULATION for Dismissal of the Claims of Emily Tyler by Emily Tyler. (Green, Llezlie) Modified on 6/29/2007 (JGG) (Entered: 06/29/2007)
496 STIPULATION of Dismissal of the Claims of Anthony "Chris" McDowell by Anthony McDowell. (Green, Llezlie) (Entered: 06/29/2007)
497 STIPULATION of Dismissal of the Claims of Emily Tyler by Emily Tyler. (Green, Llezlie) (Entered: 06/29/2007)
498 STIPULATION of Dismissal of the Claims of Keith Lewis by Keith Lewis. (Green, Llezlie) (Entered: 06/29/2007)
499 STIPULATION of Dismissal of the Claims of Jacqueline Hightower by Jacqueline Williams. (Green, Llezlie) (Entered: 06/29/2007)
500 STIPULATION of Dismissal of the Claims of Jacqueline Jenkins by Jacqueline Jenkins. (Green, Llezlie) (Entered: 06/29/2007)
501 STIPULATION of Dismissal of the Claims of Michael Mitchell by Michael Mitchell. (Green, Llezlie) (Entered: 06/29/2007)
502 STIPULATION of Dismissal of the Claims of Sean Allen by Sean Allen. (Green, Llezlie) (Entered: 06/29/2007)
503 STIPULATION of Dismissal of the Claims of Della Dickson by Della Dickson. (Green, Llezlie) (Entered: 06/29/2007)
504 STIPULATION of Dismissal of the Claims of Louis Darden by Louis Darden. (Green, Llezlie) (Entered: 06/29/2007)

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 78 of 82

06/29/2007 07/02/2007 07/02/2007 07/02/2007 07/02/2007 07/02/2007 07/02/2007 07/02/2007 07/02/2007 07/02/2007 07/02/2007 07/02/2007 07/02/2007 07/02/2007 07/02/2007 07/02/2007 07/02/2007

505 STIPULATION of Dismissal of the Claims of Roderick Arnold by Roderick Arnold. (Green, Llezlie) (Entered: 06/29/2007)
506 STIPULATION of Dismissal of the Claims of Tausha Tate, Cheryl Willis, Nii−Akwei Acquaye by Tausha Tate, Cheryl Willis, Nii−Akwei Acquaye. (Green, Llezlie) (Entered: 07/02/2007)
507 ORDER FOR DISMISSAL WITH PREJUDICE OF THE CLAIMS OF PLAINTIFF CHARLES SCOTT. Signed by Judge Donovan W. Frank on 7/2/07. (lml) (Entered: 07/02/2007)
508 ORDER FOR DISMISSAL WITH PREJUDICE OF THE CLAIMS OF PLAINTIFF CLINTONIA SIMMONS . Signed by Judge Donovan W. Frank on 7/2/07. (lml) (Entered: 07/02/2007)
509 ORDER FOR DISMISSAL WITH PREJUDICE OF THE CLAIMS OF PLAINTIFF DAWN "KIM" COLLINS. Signed by Judge Donovan W. Frank on 7/2/07. (lml) (Entered: 07/02/2007)
510 ORDER FOR DISMISSAL WITH PREJUDICE OF THE CLAIMS OF PLAINTIFF HOLLIS BRANHAM. Signed by Judge Donovan W. Frank on 7/2/07. (lml) (Entered: 07/02/2007)
511 ORDER FOR DISMISSAL WITH PREJUDICE OF THE CLAIMS OF PLAINTIFF SEAN WRIGHT. Signed by Judge Donovan W. Frank on 7/2/07. (lml) (Entered: 07/02/2007)
512 ORDER FOR DISMISSAL WITH PREJUDICE OF THE CLAIMS OF PLAINTIFF STEVEN WINT. Signed by Judge Donovan W. Frank on 7/2/07. (lml) (Entered: 07/02/2007)
513 ORDER FOR DISMISSAL WITH PREJUDICE OF THE CLAIMS OF PLAINTIFF TONYA ROSS. Signed by Judge Donovan W. Frank on 7/2/07. (lml) (Entered: 07/02/2007)
514 ORDER FOR DISMISSAL WITH PREJUDICE OF THE CLAIMS OF PLAINTIFF TOYA BROWN. Signed by Judge Donovan W. Frank on 7/2/07. (lml) (Entered: 07/02/2007)
515 ORDER FOR DISMISSAL WITH PREJUDICE OF THE CLAIMS OF PLAINTIFF VALERIE MASON−ROBINSON. Signed by Judge Donovan W. Frank on 7/2/07. (lml) (Entered: 07/02/2007)
516 ORDER FOR DISMISSAL WITH PREJUDICE OF THE CLAIMS OF PLAINTIFF VIRGINIA DOUGLAS. Signed by Judge Donovan W. Frank on 7/2/07. (lml) (Entered: 07/02/2007)
517 ORDER FOR DISMISSAL WITH PREJUDICE OF THE CLAIMS OF PLAINTIFF VIVIAN LITTLE. Signed by Judge Donovan W. Frank on 7/2/07. (lml) (Entered: 07/02/2007)
518 ORDER FOR DISMISSAL WITH PREJUDICE OF THE CLAIMS OF PLAINTIFF ANTHONY "CHRIS" MCDOWELL. Signed by Judge Donovan W. Frank on 7/2/07. (lml) (Entered: 07/02/2007)
519 ORDER FOR DISMISSAL WITH PREJUDICE OF THE CLAIMS OF PLAINTIFF EMILY TYLER. Signed by Judge Donovan W. Frank on 7/2/07. (lml) (Entered: 07/02/2007)
520 ORDER FOR DISMISSAL WITH PREJUDICE OF THE CLAIMS OF PLAINTIFF S. KEITH LEWIS. Signed by Judge Donovan W. Frank on 7/2/07. (lml) (Entered: 07/02/2007)
521 ORDER FOR DISMISSAL WITH PREJUDICE OF THE CLAIMS OF PLAINTIFF JAQUELINE HIGHTOWER (FORMERLY JACQUELINE WILLIAMS). Signed by Judge Donovan W. Frank on 7/2/07. (lml) (Entered: 07/02/2007)

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 79 of 82

07/02/2007 07/02/2007 07/02/2007 07/02/2007 07/02/2007 07/02/2007 07/02/2007
07/03/2007 07/03/2007 07/03/2007 07/03/2007 07/03/2007 07/03/2007 07/03/2007 07/03/2007 07/03/2007 07/03/2007

522 ORDER FOR DISMISSAL WITH PREJUDICE OF THE CLAIMS OF PLAINTIFF JACQUELINE JENKINS. Signed by Judge Donovan W. Frank on 7/2/07. (lml) (Entered: 07/02/2007)
523 ORDER FOR DISMISSAL WITH PREJUDICE OF THE CLAIMS OF PLAINTIFF MICHAEL MITCHELL. Signed by Judge Donovan W. Frank on 7/2/07. (lml) (Entered: 07/02/2007)
524 ORDER FOR DISMISSAL WITH PREJUDICE OF THE CLAIMS OF PLAINTIFF SEAN ALLEN. Signed by Judge Donovan W. Frank on 7/2/07. (lml) (Entered: 07/02/2007)
525 ORDER FOR DISMISSAL WITH PREJUDICE OF THE CLAIMS OF PLAINTIFF DELLA Y. DICKSON. Signed by Judge Donovan W. Frank on 7/2/07. (lml) (Entered: 07/02/2007)
526 ORDER FOR DISMISSAL WITH PREJUDICE OF THE CLAIMS OF PLAINTIFF LEWIS DARDEN. Signed by Judge Donovan W. Frank on 7/2/07. (lml) (Entered: 07/02/2007)
527 ORDER FOR DISMISSAL WITH PREJUDICE OF THE CLAIMS OF PLAINTIFF RODERICK ARNOLD. Signed by Judge Donovan W. Frank on 7/2/07. (lml) (Entered: 07/02/2007)
528 ORDER FOR DISMISSAL WITH PREJUDICE OF THE CLAIMS OF PLAINTIFFS NII−AKWEI ACQUAYE, TAUSHA TATE, AND CHERYL WILLIS. Signed by Judge Donovan W. Frank on 7/2/07. (lml) (Entered: 07/02/2007)
529 JUDGMENT per Charles Scott only. (Attachments: # 1 Civil−8th Circuit Pre−Hearing Conference Notice # 2 Civil Notice − appeal)(jam) (Entered: 07/03/2007)
530 JUDGMENT per Clintonia Simmons only. (Attachments: # 1 Civil−8th Circuit Pre−Hearing Conference Notice # 2 Civil Notice − appeal)(jam) (Entered: 07/03/2007)
531 JUDGMENT per Dawn "Kim" Collins only. (Attachments: # 1 Civil−8th Circuit Pre−Hearing Conference Notice # 2 Civil Notice − appeal)(jam) (Entered: 07/03/2007)
532 JUDGMENT per Hollis Branham only. (Attachments: # 1 Civil−8th Circuit Pre−Hearing Conference Notice # 2 Civil Notice − appeal)(jam) (Entered: 07/03/2007)
533 JUDGMENT per Sean Wright only. (Attachments: # 1 Civil−8th Circuit Pre−Hearing Conference Notice # 2 Civil Notice − appeal)(jam) (Entered: 07/03/2007)
534 JUDGMENT per Steven Wint only. (Attachments: # 1 Civil−8th Circuit Pre−Hearing Conference Notice # 2 Civil Notice − appeal)(jam) (Entered: 07/03/2007)
535 JUDGMENT per Tonya Ross only. (Attachments: # 1 Civil−8th Circuit Pre−Hearing Conference Notice # 2 Civil Notice − appeal)(jam) (Entered: 07/03/2007)
536 JUDGMENT per Toya Brown only. (Attachments: # 1 Civil−8th Circuit Pre−Hearing Conference Notice # 2 Civil Notice − appeal)(jam) (Entered: 07/03/2007)
537 JUDGMENT per Valerie Mason−Robinson only. (Attachments: # 1 Civil−8th Circuit Pre−Hearing Conference Notice # 2 Civil Notice − appeal)(jam) (Entered: 07/03/2007)
538 JUDGMENT per Virgina Douglas only. (Attachments: # 1 Civil−8th Circuit Pre−Hearing Conference Notice # 2 Civil Notice − appeal)(jam) (Entered: 07/03/2007)

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 80 of 82

07/03/2007 07/03/2007 07/03/2007 07/03/2007 07/03/2007 07/03/2007 07/03/2007 07/03/2007 07/03/2007 07/03/2007 07/03/2007 07/03/2007 07/03/2007 07/10/2007 08/08/2007 08/08/2007 08/08/2007

539 JUDGMENT per Vivian Little only. (Attachments: # 1 Civil−8th Circuit Pre−Hearing Conference Notice # 2 Civil Notice − appeal)(jam) (Entered: 07/03/2007)
540 JUDGMENT per Anthony "Chris" McDowell only. (Attachments: # 1 Civil−8th Circuit Pre−Hearing Conference Notice # 2 Civil Notice − appeal)(jam) (Entered: 07/03/2007)
541 JUDGMENT per Emily Tyler only. (Attachments: # 1 Civil−8th Circuit Pre−Hearing Conference Notice # 2 Civil Notice − appeal)(jam) (Entered: 07/03/2007)
542 JUDGMENT AS TO EMILY TYLER ONLY (Attachments: # 1 Civil−8th Circuit Pre−Hearing Conference Notice # 2 Civil Notice − appeal)(kt) (Entered: 07/03/2007)
543 JUDGMENT AS TO JACQUELINE JENKINS ONLY (Attachments: # 1 Civil−8th Circuit Pre−Hearing Conference Notice # 2 Civil Notice − appeal)(kt) (Entered: 07/03/2007)
544 JUDGMENT AS TO JACQUELINE WILLIAMS ONLY (Attachments: # 1 Civil−8th Circuit Pre−Hearing Conference Notice # 2 Civil Notice − appeal)(kt) (Entered: 07/03/2007)
545 JUDGMENT AS TO JANICE LINTZ ONLY (Attachments: # 1 Civil−8th Circuit Pre−Hearing Conference Notice # 2 Civil Notice − appeal)(kt) (Entered: 07/03/2007)
546 JUDGMENT AS TO NII AKWEI ACQUAYE, TASHA TATE AND CHERYL WILLIS (Attachments: # 1 Civil−8th Circuit Pre−Hearing Conference Notice # 2 Civil Notice − appeal)(kt) (Entered: 07/03/2007)
547 JUDGMENT AS TO KEITH LEWIS (Attachments: # 1 Civil−8th Circuit Pre−Hearing Conference Notice # 2 Civil Notice − appeal)(kt) (Entered: 07/03/2007)
548 JUDGMENT AS TO LOUIS DARDEN ONLY (Attachments: # 1 Civil−8th Circuit Pre−Hearing Conference Notice # 2 Civil Notice − appeal)(kt) (Entered: 07/03/2007)
549 JUDGMENT AS TO MICHAEL MITCHELL ONLY (Attachments: # 1 Civil−8th Circuit Pre−Hearing Conference Notice # 2 Civil Notice − appeal)(kt) (Entered: 07/03/2007)
550 JUDGMENT AS TO RODERICK ARNOLD ONLY (Attachments: # 1 Civil−8th Circuit Pre−Hearing Conference Notice # 2 Civil Notice − appeal)(kt) (Entered: 07/03/2007)
551 JUDGMENT AS TO SEAN ALLEN ONLY (Attachments: # 1 Civil−8th Circuit Pre−Hearing Conference Notice # 2 Civil Notice − appeal)(kt) (Entered: 07/03/2007)
552 ORDER for Dismissal with Prejudice of Plaintiffs' Claims. Signed by Judge Donovan W. Frank on 7/10/07. (GMO) (Entered: 07/10/2007)
553 MOTION for Attorney Fees and Reimbursement of Expenses by Sprenger &Lang. (Coler, Susan) (Entered: 08/08/2007)
554 MEMORANDUM in Support re 553 MOTION for Attorney Fees and Reimbursement of Expenses filed by Sprenger &Lang. (Coler, Susan) (Entered: 08/08/2007)
555 Declaration of Michael D. Lieder in Support of 553 MOTION for Attorney Fees and Reimbursement of Expenses filed by Sprenger &Lang. (Attachments: # 1 Placeholder for Exhibit A# 2 Exhibit(s) B−1# 3 Exhibit(s) B−2) SEALED DOCUMENT RECEIVED IN CLERKS OFFICE ON 8/9/07. (Coler, Susan) Modified text on 8/13/2007 (akl). (Entered: 08/08/2007)

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 81 of 82

08/08/2007 08/08/2007 08/14/2007 08/24/2007 10/12/2007
10/12/2007
10/12/2007 10/12/2007 10/12/2007 10/26/2007 10/26/2007 10/26/2007 10/26/2007 10/26/2007 10/26/2007 10/26/2007

556 Declaration of Susan M. Coler in Support of 553 MOTION for Attorney Fees and Reimbursement of Expenses filed by Sprenger &Lang. (Coler, Susan) (Entered: 08/08/2007)
557 CERTIFICATE OF SERVICE by Sprenger &Lang re 556 Declaration in Support, 553 MOTION for Attorney Fees and Reimbursement of Expenses, 554 Memorandum in Support of Motion, 555 Declaration in Support (Coler, Susan) (Entered: 08/08/2007)
558 Amended MOTION to 553 MOTION for Attorney Fees and Reimbursement of Expenses by Sprenger &Lang. (Coler, Susan) Modified text on 10/24/2007 (JME). (Entered: 08/14/2007)
559 NOTICE by Cargill Incorporated Notice of Intent to Claim an Award of Attorneys' Fees and Other Costs and Expenses (Attachments: # 1 Certificate of Service)(Iwan, Michael) (Entered: 08/24/2007)
560 MEMORANDUM by Cargill Incorporated re 562 of Motion for Attorneys' Fees and Related Expenses Incurred as a Result of Former Class Counsel Ss Conduct filed by Cargill Incorporated. (Attachments: # 1 LR7.1 Word Count Compliance Certificate LR7.1 Word Count Compliance Certificate)(Iwan, Michael) Modified on 10/15/2007 (jam). (Entered: 10/12/2007)
561 Declaration of Michael Iwan in Support of 560 Memorandum, filed by Cargill Incorporated. (Attachments: # 1 Placeholder for Exhibit A − DOCUMENTS RECIEVED IN CLERK'S OFFICE # 2 Exhibits B−D # 3 Exhibits E−H # 4 Exhibits I−J # 5 Exhibits K−N # 6 Exhibits O−S)(Iwan, Michael) Modified text on 10/15/2007 (dch). (Entered: 10/12/2007)
562 MOTION for Attorney Fees and Related Expenses Incurred as a Result of Former Class Counsel's Conduct by Cargill Incorporated. (Iwan, Michael) (Entered: 10/12/2007)
563 NOTICE OF HEARING ON MOTION 562 MOTION for Attorney Fees and Related Expenses Incurred as a Result of Former Class Counsel's Conduct : Motion Hearing set for 11/2/2007 11:00 AM before Judge Donovan W. Frank. (Iwan, Michael) (Entered: 10/12/2007)
564 CERTIFICATE OF SERVICE by Cargill Incorporated re 560 Memorandum, 561 Declaration in Support, 562 MOTION for Attorney Fees and Related Expenses Incurred as a Result of Former Class Counsel's Conduct, 563 Notice of Hearing on Motion (Iwan, Michael) (Entered: 10/12/2007)
565 MEMORANDUM in Opposition re 558 MOTION to Amend/Correct 553 MOTION for Attorney Fees and Reimbursement of Expenses [under seal] filed by all defendants. (Iwan, Michael) SEALED DOCUMENT RECEIVED IN CLERK'S OFFICE ON 10/26/07. (KT) (Entered: 10/26/2007)
566 Declaration of Holly S. A. Eng in Support of 565 Memorandum in Opposition to Motion filed by all defendants. (Iwan, Michael) SEALED DOCUMENT RECEIVED IN CLERK'S OFFICE ON 10/26/07. (KT) (Entered: 10/26/2007)
567 Declaration of Michael Iwan in Support of 565 Memorandum in Opposition to Motion filed by all defendants. (Iwan, Michael) SEALED DOCUMENT RECEIVED IN CLERK'S OFFICE ON 10/26/07. (KT) (Entered: 10/26/2007)
568 LR7.1 WORD COUNT COMPLIANCE CERTIFICATE by all defendants re 565 Memorandum in Opposition to Motion filed by all defendants. (Iwan, Michael) (Entered: 10/26/2007)
569 CERTIFICATE OF SERVICE by Cargill Incorporated (Iwan, Michael) (Entered: 10/26/2007)
570 AFFIDAVIT of Service by Cargill Incorporated re 561 Declaration in Support, of Michael Iwan, Exhibit A [under seal−filed conventionally] (Iwan, Michael) Modified text on 10/26/2007 (kt). (Entered: 10/26/2007)
571 RESPONSE in Opposition re 562 MOTION for Attorney Fees and Related Expenses Incurred as a Result of Former Class Counsel's Conduct filed by

Case: 0:01-cv-2086 As of: 07/13/2010 12:22 PM CDT 82 of 82

10/31/2007 11/02/2007
12/04/2007 03/14/2008 07/31/2008

Sprenger &Lang. (Coler, Susan) (Entered: 10/26/2007)
TEXT ONLY ENTRY: NOTICE Motion Hearing is now set for 11/2/2007 10:15 AM in St Paul − Courtroom 1 before Judge Donovan W. Frank. (GMO) (Entered: 10/31/2007)
**TEXT ENTRY ONLY** Minute Entry for proceedings held before Judge Donovan W. Frank : Motion Hearing held on 11/2/2007 re 558 Amended MOTION for Attorney Fees and Reimbursement of Expenses filed by Sprenger &Lang and 562 MOTION for Attorney Fees and Related Expenses Incurred as a Result of Former Class Counsel's Conduct filed by Cargill Incorporated. Holly Eng, Paul Klaas and Zeb Curtin appeared for Dorsey &Whitney. Susan Coler and Michael Leider appeard for Sprenger &Lang. Motions taken under advisement. Order to be issued. (Court Reporter Jeanne Anderson) (dwfs) Modified on 11/5/2007 (jam). (Entered: 11/05/2007)
572 ORDER denying 558 Amended Motion for Attorney Fees; denying 562 Motion for Attorney Fees (Written Opinion). Signed by Judge Donovan W. Frank on 12/4/07. (GMO) (Entered: 12/04/2007)
573 NOTICE of Intent to Destroy Documents Under Seal. (GMO) (Entered: 03/14/2008)
574 TRANSCRIPT of Motions Hearing held on November 2, 2007 before Judge Donovan W. Frank. (82 pages). Court Reporter: Jeanne Anderson (E−mail: Jeanne_Anderson@mnd.uscourts.gov. Telephone: (651) 848−1221). For information on redaction procedures, please review Local Rule 5.5. TRANSCRIPT FILED CONVENTIONALLY. (LPH) (Entered: 07/31/2008)