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IN THE UNITED STATES DISTRICT COURT 

FOR THE NORTHERN DISTRICT OF TEXAS 

FORT WORTH DIVISION 

ERIC L. ELLIS, 

Plaintiff 

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CIVIL ACTION NO. 4:22-cv-00864-Y

v. 

CARGILL MEAT SOLUTIONS, AND 

ULTIMATE KRONOS GROUP (UKG) 

Defendants 

DEFENDANT UKG INC.’S OPPPOSED MOTION TO STAY 

AND MEMORANDUM OF LAW IN SUPPORT THEREOF 

Defendant UKG Inc. (“UKG”) respectfully moves the Court to stay this case as to UKG 

in its entirety pending approval of the class action settlement agreement in In re UKG 

Cybersecurity Litigation, Case No. 3:22-cv-00346 (N.D. Cal.) (“UKG Litigation Settlement”) and 

resolution of UKG’s Motion to Dismiss. As explained more thoroughly in the supporting 

memorandum of law, a stay is appropriate because the UKG Litigation Settlement and UKG’s 

Motion to Dismiss will resolve all of Plaintiff’s claims. 

WHEREFORE, for these reasons, and those contained in UKG’s accompanying 

Memorandum of Law, Defendant UKG requests that this Court grant its Motion to Stay.

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FACTUAL BACKGROUND

On May 11, 2023, Plaintiff filed his amended complaint against UKG arising out of a 

criminal ransomware attack on its Kronos Private Cloud environment (“KPC”) in December 2021. 

UKG has no direct relationship with Plaintiff. Rather, Plaintiff is an employee of a KPC customer 

who alleges he was not properly paid while KPC services were down following the ransomware 

attack. Plaintiff brings a series of common law and statutory claims premised on the purported 

impact of the ransomware attack on their personally identifiable information (“PII”). UKG moved 

to dismiss all of Plaintiff’s claims pursuant to Federal Rules of Procedure 12(b)(1) and 12(b)(6) 

(ECF No. 56). 

This case was not the only lawsuit that has been filed against UKG raising the PII-based 

claims—nor was it the first. Three putative class actions were filed and then consolidated in the 

Northern District of California. See In re UKG Inc. Cybersecurity Litigation, No. 3:22-cv-00346-

SI (N.D. Cal.) (“UKG Litigation”). The UKG Litigation arises out of the KPC ransomware attack 

and asserts similar claims as those alleged by Plaintiff here. A settlement was reached in the UKG 

Litigation on April 12, 2023 (the “UKG Litigation Settlement”). A motion for preliminary 

approval of the UKG Litigation Settlement was filed on April 28, 2023 and preliminary approval 

was granted on June 2, 2023 See Ex. 1, UKG Litigation Settlement Motion for Preliminary 

Approval, ECF No. 68 (App. at 2-37); Ex. 2, UKG Litigation Settlement Preliminary Approval 

Order, ECF No. 74 (App. at 39-43). 

LEGAL STANDARD

Federal Rule of Civil Procedure 26 provides that a court may grant a stay for “good cause 

shown.” See Fed. R. Civ. P. 26(c)(1). A district court has “broad discretion and inherent power to 

stay discovery until preliminary questions that may dispose of the case are determined.” Petrus v. 

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Bowen, 833 F.2d 581, 583 (5th Cir. 1987). “The Fifth Circuit has specifically recognized that 

district courts have inherent power to stay or dismiss an action where the issues presented can be 

resolved in an earlier filed action pending in another federal district court.” Wolf Designs, Inc. v. 

Donald McEvoy Ltd., Inc., 355 F. Supp. 2d 848, 853 (N.D. Tex. 2005) (citing West Gulf Maritime 

Association v. ILA Deep Sea Local 24, 751 F.2d 721, 728-29 (5th Cir. 1985)). In the context of a 

motion to dismiss, a district court has discretion to stay discovery if the disposition of the motion 

might preclude the need for discovery altogether. Von Drake v. National Broadcasting Co., Inc., 

No. 03-04-CV-0652R, 2004 WL 1144142, at *1 (N.D. Tex. May 20, 2004) (App. at 116) (citing 

Landry v. Air Line Pilots Ass'n Int'l AFL-CIO, 901 F.2d 404, 436 (5th Cir. 1990)). “When deciding 

to issue a stay, some of the relevant factors that inform a court's discretion are the breadth of 

discovery sought, the burden of responding to such discovery, and the strength of the dispositive 

motion filed by the party seeking a stay.” Primesource Building Products, Inc. v. Lee Group Int’l, 

Inc., No. 3:19-cv-02878-X, 2020 WL 6140462, at *1 (N.D. Tex. Aug. 12, 2020) (App. at 90). 

ARGUMENT

I. The Court Should Stay Discovery Pending Finalization of the UKG Litigation 

Settlement. 

This matter should be stayed in its entirety as to UKG while approval is sought for the 

UKG Litigation Settlement. Once approved, the UKG Litigation Settlement will potentially release 

all of the claims that Plaintiff seeks to bring here. Federal courts regularly stay duplicative litigation 

where the claims brought in the action will be resolved by approval of a settlement in another 

action. See, e.g., Kramer v. NCS Pearson Inc., No. Civ. 03-1166-JRTFLN, 2003 WL 21640494 

(D. Minn. July 9, 2003) (App. at 83-85); Schwarz v. Prudential-Bache Securities, Inc., No. 90-

6074, 1991 WL 137157 (E.D. Pa. July 19, 1991) (App. at 106-07); see also Salomon S.A. v. Scott 

USA Ltd. Partnership, 117 F.R.D. 320, 321 (D. Mass. 1987) (App. at 97) (“A district court may, 

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in its discretion, defer or abate proceedings where another suit, involving identical issues, is 

pending in either federal or state court, and where it would be duplicative, uneconomical, and 

vexatious to proceed otherwise.”). 

Such a stay is warranted here because of the overlap of Plaintiff’s claims with the claims 

that will be resolved by approval of the UKG Litigation Settlement. 

The settlement class members in the UKG Litigation Settlement match the Plaintiff here. 

Specifically, the UKG Litigation Settlement defines the Settlement Class as consisting of three 

subclasses, defined as follows: 

a. Nationwide Class: All natural U.S. persons who are current or former employees or 

contractors, including their dependents, of UKG customers, whose data was stored in 

the KPC at the time of the December 2021 KPC Cyberattack and who were impacted 

by the interruption of KPC applications resulting from the December 2021 KPC 

Cyberattack. 

b. California Subclass: All members of the Nationwide Class who are also California 

residents at the time of the December 2021 KPC Cyberattack. 

c. Exfiltration Subclass: All members of the Nationwide Class who were sent notice that 

their personal data was exfiltrated during the December 2021 KPC Cyberattack and 

were offered credit monitoring services for themselves or on behalf of their dependents. 

(See Ex. 3, UKG Litigation Settlement Agreement, ECF No. 68-2 at ¶ 51) (App. at 52) This class 

completely subsumes the Plaintiff who alleges he is an individual whose “personal information 

was exposed as a result of the Kronos Data breach.” (Am. Compl. at 665; see also 648.)1

The claims released in the UKG Litigation Settlement similarly overlap with the claims 

Plaintiff here seeks to bring on his own behalf. The UKG Litigation Settlement releases: 

Any and all claims, demands, actions, and causes of action that each 

and every Settlement Class Member has, had, or may ever have, 

known or unknown, suspected or unsuspected, fixed or contingent, 

1

 Because Plaintiff’s Amended Complaint contains neither paragraph numbers nor pagination, all 

references to the Complaint will reference the “PageID” number imposed on the top of the 

Complaint by ECF.

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accrued or unaccrued, arising out of or in any way related to the 

December 2021 KPC Cyberattack and the resulting interruption of 

Released Parties’ products and services, including all claims or 

causes of action stemming from statutory, contractual, or common 

law rights under which the Settlement Class Members could seek to 

recover for any impact of the December 2021 KPC Cyberattack 

based on the allegations in the operative complaint, and all claims 

or causes of action that were or could have been brought in the 

Action based on the same factual predicate, whether or not those 

claims, demands, actions, or causes of action have been pleaded or 

otherwise asserted, including any and all damages, losses, or 

consequences thereof. Released Claims expressly do not include any 

claims, demands, actions, and causes of action (whether statutory, 

contractual, or common law) for wages of any kind brought against 

Released Parties relating to the December 2021 KPC Cyberattack or 

the resulting interruption of KPC applications. 

Defendant denies that Released Parties have any legal obligation for 

claims, demands, actions, or causes of action for wages of any kind 

relating to the December 2021 KPC Cyberattack or the resulting 

interruption of KPC applications. Plaintiffs recognize the novelty 

and uncertainty of such claims. The Parties nevertheless agree that 

Released Claims expressly do not include any claims, demands, 

actions, and causes of action (whether statutory, contractual, or 

common law) for wages of any kind brought against Released 

Parties relating to the December 2021 KPC Cyberattack or the 

resulting interruption of KPC applications. 

(Ex. 3 at ¶ 60) (App. at 55). This release includes the negligence, unjust enrichment, breach of 

contract, violation of state consumer protection statutes, violation of privacy claims, intrusion upon 

seclusion/invasion of privacy, breach of contract, and declaratory and injunctive relief claims (the 

“PII Claims”) that Plaintiff seeks to bring against UKG on his own behalf (Am. Compl. at 675-

90). 

Because the PII Claims Plaintiff seeks to bring on his behalf will all be resolved through 

the UKG Litigation Settlement, the Court should exercise its discretion to stay these claims in the 

interest of judicial economy. Kramer, 2003 WL 21640494 at *3 (App. at 84); Schwarz, 1991 WL 

137157 at *2 (App. at 107); Salomon S.A., 117 F.R.D. at 321 (App. at 97). Plaintiff will not be 

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prejudiced by such a stay because, due to the fact that he is a settlement class member in the UKG 

Litigation Settlement, his claims will be resolved in that action. 

II. The Court Should Stay All Discovery Pending A Resolution on the Motion to 

Dismiss. 

A discovery stay is appropriate because UKG has filed a well-founded and potentially 

dispositive Motion to Dismiss (ECF No. 56). District Courts have broad discretion to stay 

discovery pending resolution of a motion to dismiss. Laundry, 901 F.2d at 436 (stating that a stay 

of discovery “may be appropriate where the disposition of a motion to dismiss ‘might preclude the 

need for the discovery altogether thus saving time and expense.’”). Courts in this District have 

agreed to stay discovery pending a motion to dismiss where, as here, the pending motion has the 

potential to result in the dismissal of all or part of a case. Leblanc v. C.R. England, No. 3:13-cv282-B, 2013 WL 12354441, at *2 (N.D. Tex. May 20, 2013) (App. at 88) (granting motion to stay 

discovery because defendant’s Motion to Dismiss may dispose of the action and “[t]hus, discovery 

may be unnecessary and avoided altogether.”); Primesource Bldg. Prods., Inc., 2020 WL 6140462, 

at *2 (App. at 90-91) (staying discovery based on the strength of the defendant’s motion to dismiss 

where, “upon a cursory examination, the Court concludes [defendant’s] arguments are not 

frivolous and merit serious consideration.”); see also Sapp v. Mem. Hermann Healthcare Sys., 406 

F. App’x 866, 871 (5th Cir. 2010) (App. at 103) (affirming district court’s decision to stay 

discovery when questions of law suggest that the case may not reach a determination on the 

merits). 

UKG’s Motion to Dismiss seeks dismissal of all the claims against it. Plaintiff’s claims 

alleging PII-related injuries—including claims of negligence, unjust enrichment, breach of 

contract, intrusion upon seclusion/invasion of privacy, breach of implied contract, and breach of 

fiduciary duty—are premised on nothing more than speculation, and fail to allege a cognizable 

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injury. Instead, in his Amended Complaint, Plaintiff fails to plead even a single fact suggesting 

that their PII was actually impacted by the ransomware attack on Kronos. Plaintiffs’ Complaint is 

also devoid of any specific facts that their PII was stolen or misused, or that they suffered monetary 

losses stemming from a PII-related injury. This is fatal to Plaintiffs’ PII-related claims. 

Accordingly, discovery should be stayed pending resolution of Kronos’s potentially dispositive 

motion. See Smith v. Potter, 400 F. App’x 806, 813 (5th Cir. 2010) (App. at 114) (affirming district 

court’s decision to stay discovery when pending motion to dismiss addressed issues “largely legal 

rather than factual in nature”). 

Plaintiff, on the other hand, will not be prejudiced by the delay in discovery. There are no 

witnesses with relevant knowledge that are likely to become unavailable. Moreover, Defendants 

have implemented measures to preserve potentially relevant materials. 

Given the lack of prejudice to Plaintiff, and the burden that would be imposed on 

Defendants, there is good cause to stay discovery here. See Fujita v. United States, 416 Fed. App'x 

400, 402 (5th Cir. 2011) (App. at 77) (finding good cause to stay discovery where discovery would 

“impose undue burden or expense without aiding the resolution of the dispositive motions”);

Johnson v. Ashmore, No. 3:15-CV-2475-K (BF), 2016 WL 8453918, at *1 (N.D. Tex. Jan. 22, 

2016) (App. at 81) (holding stay of discovery proper until preliminary questions raised in 

defendants' pending motions to dismiss were decided); Rio Grande Royalty Co., Inc. v. Energy 

Transfer Partners, L.P., H-08-cv-0857, 2008 WL 8465061, at *1-2 (S.D. Tex. Aug. 11, 2008) 

(App. at 93-94) (granting motion to stay discovery pending resolution of motion to dismiss where 

proceeding with discovery “would constitute an undue burden” for defendants). 

CONCLUSION

For the foregoing reasons, Defendant UKG Inc. respectfully requests that this Court stay 

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this matter as to UKG in its entirety pending approval of the class action settlement in In re 

Cybersecurity Litigation, Case No. 3:22-cv-00346 (N.D. Cal.) and resolution of UKG’s Motion to 

Dismiss. 

Dated: June 13, 2023 Respectfully submitted, 

SHOOK, HARDY & BACON L.L.P. 

By: /s/ Sonila Themeli

Sonila Themeli 

State Bar No. 24073588 

sthemeli@shb.com

SHOOK, HARDY & BACON L.L.P. 

600 Travis Street, Suite 3400 

Houston, TX 77002 

Phone: (713) 227-8008 

Fax: (713) 227-9508 

Shannon D. Norris 

State Bar No. 00788129 

sdnorris@norrisfirm.com

NORRIS LAW FIRM PLLC

735 Plaza Boulevard, Suite 200 

Coppell, TX 75019 

Phone: (214) 396-3345 

Fax: (214) 396-4477 

Attorneys for Defendant UKG Inc.

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CERTIFICATE OF CONFERENCE 

I hereby certify that that I conferred with counsel for Defendant Cargill Meat Solutions 

regarding this motion and they are unopposed to the relief sought. 

/s/ Sonila Themeli 

Sonila Themeli 

I hereby certify that that I conferred with Plaintiff pro se regarding this motion, and he 

opposes this motion. 

/s/ Shannon Norris 

Shannon Norris 

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CERTIFICATE OF SERVICE 

I hereby certify that on this the 13th day of June, 2023, the above and foregoing 

document was filed electronically through the CM/ECF system, and a copy has been served 

on all known counsel of record and pro se Plaintiff in accordance with the Federal Rules 

of Civil Procedure: 

Eric L. Ellis 

8539 Melissa Dr. 

Fortworth, TX 76108 

Telephone: (318) 507-5030 

Email: EricLamarEllis@gmail.com 

Kristen L. Perry 

Samantha Rollins Murphy 

Faegre Drinker Biddle & Reath LLP 

1717 Main Street, Suite 5400 

Dallas, TX 75201 

Email: kristen.perry@faegredrinker.com 

 Samantha.rollinsmurphy@faegredrinker.com 

Attorney for Defendant 

Cargill Meat Solutions

/s/ Sonila Themeli 

Sonila Themeli 

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