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WEIL, GOTSHAL & MANGES LLP 

Stephen Karotkin (pro hac vice) 

(stephen.karotkin@weil.com) 

Ray C. Schrock, P.C. (pro hac vice) 

(ray.schrock@weil.com) 

Jessica Liou (pro hac vice) 

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice) 

(matthew.goren@weil.com) 

767 Fifth Avenue 

New York, NY 10153-0119 

Tel: 212 310 8000 

Fax: 212 310 8007 

KELLER & BENVENUTTI LLP 

Tobias S. Keller (#151445) 

(tkeller@kellerbenvenutti.com) 

Jane Kim (#298192) 

(jkim@kellerbenvenutti.com) 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Tel: 415 496 6723 

Fax: 650 636 9251 

Attorneys for Debtors and Debtors in Possession 

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION,

 - and -

PACIFIC GAS AND ELECTRIC 

COMPANY,

Bankruptcy Case No. 19-30088 (DM)

Chapter 11 (Lead Case) (Jointly Administered) 

OBJECTION TO CLASS REPRESENTATIVE’S 

MOTION TO EXTEND APPLICATION OF FEDERAL 

RULE OF CIVIL PROCEDURE 23 TO CLASS PROOF 

OF CLAIM 

[Related to Dkt. No. 4370] 

Date: November 19, 2019 

Time: 10:00 a.m. (Pacific Time) 

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

 Affects PG&E Corporation 

 Affects Pacific Gas and Electric 

Company 

 Affects both Debtors 

* All papers shall be filed in the Lead 

Case, No. 19-30088 (DM). 

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TABLE OF CONTENTS 

Page 

PRELIMINARY STATEMENT ............................................................................................................ 1

BACKGROUND .................................................................................................................................... 4

A. The Chapter 11 Cases ..................................................................................................... 4

B. The Putative Class Action ............................................................................................... 8

ARGUMENT ........................................................................................................................................ 10

I. IT IS INAPPROPRIATE TO APPLY BANKRUPTCY RULE 7023 HERE .......................... 11

A. There Is No Pre-Petition Certified Class ...................................................................... 12

B. All Putative Class Members, Including Mr. Alonzo, Received Actual or 

Constructive Notice of the Bar Date ............................................................................. 12

C. Class Actions Are Not Superior to the Proof of Claim Process and Granting the 

Motion Would Adversely Affect the Administration of These Estates ........................ 16

II. MOVANT DOES NOT SATISFY THE BASIC REQUIREMENTS OF CIVIL RULE 

23............................................................................................................................................... 19

A. The Movant Will Not Adequately Represent the Putative Class .................................. 19

B. Questions of Fact Affecting Individual Members of the Putative Class 

Predominate Over Any Common Questions of Fact .................................................... 21

CONCLUSION ..................................................................................................................................... 25

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TABLE OF AUTHORITIES 

Page(s) 

Cases 

Alvarez v. Nordstrom, Inc., 

No. CV 08-05856-AHM, 2011 WL 7982552 (C.D. Cal. May 24, 2011) ....................................... 23 

Amchem Prods., Inc. v. Windsor, 

521 U.S. 591 (1997) ........................................................................................................................ 20 

In re Aughney, 

No. 10-12666, 2011 WL 479010 (Bankr. N.D. Cal. Feb. 4, 2011) ................................................ 11 

In re Bally Total Fitness of Greater New York, Inc., 

402 B.R. 616 (Bankr. S.D.N.Y. 2009), aff’d, 411 B.R. 142 (S.D.N.Y. 2009) ........................ passim

In re Bicoastal Corp., 

133 B.R. 252 (Bankr. M.D. Fla. 1991) ........................................................................................... 12 

In re Blockbuster Inc., 

441 B.R. 239 (Bankr. S.D.N.Y. 2011) ...................................................................................... 15, 16 

Cleveland v. Groceryworks.com, LLC, 

200 F. Supp. 3d 924 (N.D. Cal. 2016) ............................................................................................ 24 

In re Comput. Learning Ctrs., 

344 B.R. 79 (Bankr. E.D. Va. 2006) ......................................................................................... 18, 19 

In re Craft, 

321 B.R. 189 (Bankr. N.D. Tex. 2005) ..................................................................................... 10, 12 

Daniels v. AMERCO, 

No. 81 Civ. 3801 (RLC), 1982 WL 1856 (S.D.N.Y. June 7, 1982) ......................................... 19, 20 

In re DDI Corp., 

304 B.R. 626 (Bankr. S.D.N.Y. 2004) ............................................................................................ 16 

In re Dewey & LeBoeuf LLP, 

487 B.R. 169 (Bankr. S.D.N.Y. 2013) ............................................................................................ 11 

In re Ephedra Prod. Liab. Litig., 

329 B.R. 1 (S.D.N.Y. 2005) ................................................................................................ 11, 17, 18 

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Falkowski v. Imation Corp., 

33 Cal. Rptr. 3d 724 (Ct. App. 2005) ............................................................................................. 22 

General Tel. Co. v. Falcon, 

457 U.S. 147 (1982) ........................................................................................................................ 19 

Heritage Residential Care, Inc. v. Division of Labor Standards Enforcement, 

192 Cal. App. 4th 75 (2011) ........................................................................................................... 24 

Int’l Bhd. of Boilermakers v. NASSCO Holdings Inc., 

226 Cal. Rptr. 3d 206 (Ct. App. 2017) ........................................................................................... 22 

In re Jamesway Corp., 

No. 95 B 44821 (JLG), 1997 WL 327105 (Bankr. S.D.N.Y. June 12, 1997).......................... passim

In re Literary Works in Elec. Databases Copyright Litig., 

654 F.3d 242 (2d Cir. 2011)............................................................................................................ 20 

Mennonite Bd. of Missions v. Adams, 

462 U.S. 791 (1983) ........................................................................................................................ 14 

In re Motors Liquidation Co., 

 447 B.R. 150 (Bankr. S.D.N.Y. 2011) ............................................................................................ 15 

In re Musicland Holding Corp., 

362 B.R. 644 (Bankr. S.D.N.Y. 2007) ..................................................................................... passim

Nishiki v. Meredith, 

25 Cal. App. 5th 883 (2018) ........................................................................................................... 24 

Oritz v. Fibreboard Corp., 

527 U.S. 815 (1999) ........................................................................................................................ 20 

In re Pac. Sunwear of Cal., 

Case No. 16-10882 (LSS), 2016 WL 4250681 (Bankr. D. Del. Aug. 8, 2016) .................. 11, 12, 20 

In re Payment Card Interchange Fee & Merchant Discount Antitrust Litig., 

827 F.3d 223 (2d Cir. 2016)............................................................................................................ 20 

In re Sacred Heart Hosp. of Norristown, 

177 B.R. 16 (Bankr. E.D. Pa. 1995) ............................................................................. 12, 13, 17, 19 

Sansone v. Charter Commc’ns, Inc., 

Case No. 17 cv 1880-WQH-JLB, 2019 WL 4468174 (S.D. Cal. Sept. 18, 2019).......................... 21 

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In re Taco Bell Wage & Hour Actions, 

No. 1:07-cv-01314-OWW-DLB, WL 4479730 (E.D. Cal. Sept. 26, 2011) ................................... 24 

In re Verity Health Sys. of Cal., Inc., 

No. 2:18-BK-20151-ER, 2019 WL 2903269 (Bankr. C.D. Cal. May 28, 2019) ............................ 10 

In re Verity Health Sys. of Cal., Inc., 

No. 2:18-BK-20151-ER, 2019 WL 2461688 (Bankr. C.D. Cal. June 11, 2019) ...................... 10, 11 

Wal-Mart Stores, Inc. v. Dukes, 

564 U.S. 338 (2011) ............................................................................................................ 19, 21, 22 

In re Wal-Mart Stores, Inc. Wage & Hour Litig., 

No. C 06-2069 SBA, 2008 WL 413749 (N.D. Cal. Feb. 13, 2008) ................................................ 23 

In re Woodward & Lothrop Holdings, Inc., 

205 B.R. 365 (Bankr. S.D.N.Y. 1997) ............................................................................................ 18 

Statutes 

11 U.S.C. § 362(a) .................................................................................................................................. 8 

California Labor Code § 201(a) ........................................................................................ 8, 9, 19, 20, 21 

California Labor Code § 203(a) .................................................................................................. 8, 19, 21 

California Labor Code § 227.3 ....................................................................................................... 20, 21 

Other Authorities 

Federal Rule of Bankruptcy Procedure 7023 ...................................................................... 10, 11, 15, 16 

Federal Rule of Civil Procedure 23 ............................................................................................... passim

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PG&E Corporation (“PG&E Corp.”) and Pacific Gas and Electric Company (the “Utility”), 

as debtors and debtors in possession (collectively, “PG&E” or the “Debtors”) in the above-captioned 

chapter 11 cases (the “Chapter 11 Cases”), hereby submit this objection (the “Objection”) to the Class 

Representative’s Motion to Extend Application of Federal Rule of Civil Procedure 23 to Class Proofs 

of Claim [Dkt. No. 4370] (the “Motion”). 

In support of the Motion, the Debtors submit (i) the Declaration of Robb McWilliams in Support 

of Debtors’ Objection to Class Representative’s Motion to Extend Application of Federal Rule of Civil 

Procedure 23 to Class Proof of Claim (the “McWilliams Declaration”), (ii) the Declaration of 

Richard W. Slack in Support of Debtors’ Objection to Class Representative’s Motion to Extend 

Application of Federal Rule of Civil Procedure 23 to Class Proof of Claim (the “Slack Declaration”), 

(iii) the Declaration of Benjamin P.D. Schrag (I) Regarding Implementation of the Debtors’ Notice 

Procedures and Supplemental Notice Plan and (II) In Support of the Debtors’ Objection to Class 

Representative’s Motion to Extend Application of Federal Rule of Civil Procedure 23 to Class Proof 

of Claim (the “Schrag Declaration”), and (iv) the Declaration of Jeanne C. Finegan (I) Regarding 

Implementation of the Debtors’ Notice Procedures and Supplemental Notice Plan and (II) In Support 

of the Debtors’ Objection to Class Representative’s Motion to Extend Application of Federal Rule of 

Civil Procedure 23 to Class Proof of Claim (the “Finegan Declaration”). 

PRELIMINARY STATEMENT 

By the Motion, Mr. Alonzo (the “Movant”) seeks permission to file a class proof of claim on 

behalf of certain of the Debtors’ former, salaried employees, from June 18, 2016 onward, who (i) were 

paid once per month and (ii) had earned and vested vacation pay at the time of their separation of 

employment. Although Courts have discretion to extend Federal Rule of Civil Procedure 23 to allow 

for class proofs of claim, Courts generally prohibit them where, as here, there was no pre-petition 

certified class and the notice procedures were deemed adequate by the Court. Thus, the Court should 

decline the Movant’s invitation to do so here. First, the Movant has failed to carry his burden to 

demonstrate that the benefits derived from the use of the class claim device are consistent with the 

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goals of chapter 11, which already provides a mechanism for individuals to submit claims at near-zero 

cost to the claimant. Second, even if Mr. Alonzo could clear that high hurdle, he still falls short of 

satisfying the requirements of Rule 23 of the Federal Rules of Civil Procedure (the “Civil Rules”) for 

proper class certification and representation. 

Allowing Movant’s class proof of claim to stand would contravene the goals of the Bankruptcy 

Code. Mr. Alonzo, whose employment was terminated in March 2019, filed his putative class action 

complaint after the Petition Date—in violation of section 362’s automatic stay. Importantly, there has 

been no certified class. Further, the Debtors served robust notice of the Bar Date to their current and 

former employees—a subset of which Mr. Alonzo purports to represent in his putative class action. As 

the Court is aware, the Debtors’ Notice Procedures (as defined below), including their multifaceted 

media plan for providing supplemental and constructive notice to known and unknown claimants, 

comprised one of the largest and most comprehensive notice and media campaigns implemented in 

chapter 11 history. Over 6.5 million Bar Date Notices were mailed by the Debtors to potential creditors 

and parties in interest. Every individual employed by the Debtors as of the Petition Date, like Mr. 

Alonzo, received actual notice of the Bar Date. Likewise, every individual employed by the Debtors 

between January 1, 2017 and the Petition Date received actual notice of the Bar Date. In fact, 

notwithstanding that Movant filed his action after the Petition Date and the putative members of that 

class were all unknown to the Debtors as of the Petition Date, 92.4% of those former employees whose 

termination occurred after June 18, 2016—and might be considered part of Mr. Alonzo’s proposed 

class—received actual notice of the Bar Date. Any remaining putative claimant received constructive 

notice from the Debtors’ Notice Procedures—which included widespread publication through both 

traditional and non-traditional means—that were carefully calculated to reach all potential claimants, 

known and unknown. Indeed, as set forth in the Finegan Declaration, the reach and frequency achieved 

by the Debtors actually exceeded their projected results or the results typically achieved in class actions 

or other chapter 11 cases and, on average, notice of the Bar Date reached between 88–98% of adults 

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over the age of 18 located within the State of California, an average of 11 to 16 times depending on 

their geographic location. 

Finally, allowing these individuals to proceed as a class puts at risk the Debtors’ ability to 

confirm a chapter 11 plan of reorganization in time to meet the June 30, 2020 deadline established 

under AB 1054. The Debtors are in the midst of estimation proceedings currently pending before three 

separate courts, they are engaged in a highly contested competing chapter 11 plan process with 

significant confirmation-related issues about to be litigated before the Court that will have a material 

impact on both proposed plans, they are engaged in regulatory proceedings before the California Public 

Utility Commission regarding their proposed plan, and they have just recently commenced mediation 

under the auspices of Retired Bankruptcy Judge Newsome. This is in addition to maintaining the 

Debtors’ normal day-to-day operations, managing their vast network of vendors, suppliers, and contract 

counterparties, and focusing on delivering power to their 16 million customers in a safe and reliable 

manner. Diverting the Debtors’ limited resources away from the work required to accomplish these 

goals, despite actual or constructive notice of the Bar Date and its consequences, would be inequitable 

and adversely affect the Debtors’ reorganization. 

Because Mr. Alonzo has not (and cannot) demonstrate that it would be appropriate to apply 

Bankruptcy Rule 7023 in this contested matter, his Motion should be denied for this reason alone. 

Moreover, Mr. Alonzo also fails to satisfy the requirements of Civil Rule 23. Because he was 

terminated after the Petition Date, Mr. Alonzo cannot adequately represent the general unsecured 

claimants in his purported class—e.g., former employees with non-priority pre-petition claims. 

Further, neither Mr. Alonzo nor his counsel have made any effort to identify any potential members of 

the putative class or its possible size. In fact, a cursory investigation into the circumstances surrounding 

Mr. Alonzo’s termination reveal that he may not even be a class member himself. Finally, because the 

facts related to the claims of individual potential members are unique and claimant specific, the claims 

are not suitable for class treatment. 

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BACKGROUND 

A. The Chapter 11 Cases 

On January 29, 2019 (the “Petition Date”), the Debtors commenced with the Court voluntary 

cases under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). The Debtors 

continue to operate their business and manage their properties as debtors in possession pursuant to 

sections 1107(a) and 1108 of the Bankruptcy Code. No chapter 11 trustee or examiner has been 

appointed in either of the Chapter 11 Cases. The Debtors’ Chapter 11 Cases are being jointly 

administered for procedural purposes only pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy 

Procedure (the “Bankruptcy Rules”). 

1. The Bar Date Order 

On May 1, 2019, the Debtors filed their motion [Dkt. No. 1784] (the “Bar Date Motion”) 

requesting entry of an order (i) establishing October 21, 2019 as the last date to file proofs of claim in 

the Chapter 11 Cases (the “Bar Date”), (ii) establishing the form and manner thereof, and 

(iii) approving the Debtors’ plan for providing notice (the “Notice Procedures”) of the Bar Date and 

other important deadlines and information to all creditors and potential creditors, including publication 

and other supplemental noticing procedures (the “Supplemental Notice Plan”). See Bar Date Order 

at 2; see also generally Schrag Declaration; Finnegan Declaration. 

The Bar Date Motion and Notice Procedures were heavily litigated; this Court heard extensive 

briefing and argument from the various constituencies on, among other things, the length of the 

proposed Bar Date, the various proof of claim and notice forms, and the proposed procedures for 

providing notice of the Bar Date and related procedures to known and unknown claimants. Among 

others, the TCC, the U.S. Trustee, certain wildfire claimants, certain public entities, and the ad hoc 

group of subrogation claimholders filed objections, limited objections, joinders, or other related 

pleadings. See Dkt. Nos. 2043, 2238, 2239, 2240, 2242, 2248, 2256, 2306, 2307, 2308, 2316, 2321, 

2324, 2326, 2346, and 2453. Neither Mr. Alonzo, nor his attorney, nor any other self-described 

member of the putative class raised any objections to entry of the Bar Date Order or approval of the 

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Debtors’ Notice Procedures. After hearing all the evidence and arguments, the Court approved the Bar 

Date Motion and the Debtors’ Notice Procedures, as modified prior to and at the hearing, by order 

dated July 1, 2019 [Dkt. No. 2806] (the “Bar Date Order”). 

2. The Notice Procedures 

At the Debtors’ direction, and consistent with the Bar Date Order, over 6.5 million Bar Date 

Notices were directly mailed to potential claimants, which included notice of the deadline for filing 

claims and related procedures as well as an applicable proof of claim form. See Schrag Decl. ¶ 7; 

Certificate of Service of Herb Baer [Dkt. No. 3159]. 

Direct-mail recipients included, among others, the Debtors’ approximately 6.2 million 

customers and 141,000 potential creditors, contract counterparties, and other parties in interest. See 

Schrag Decl. ¶ 7. Included in the latter group, and relevant here, are the Debtors’ current and former 

employees. See McWilliams Decl. ¶¶ 3–10. Before the Petition Date, at the direction of AlixPartners 

LLP (“AlixPartners”) and Weil, Gotshal & Manges LLP, the Debtors’ Human Resources department 

generated a list of current employees as of January 1, 2019. See id. ¶ 4. As he was a PG&E employee 

on January 1, 2019, Mr. Alonzo was among the individuals on this list. The Debtors also created a 

separate list of (i) former employees between January 1, 2017 and December 31, 2018 and 

(ii) pensioners as of January 11, 2019. See id. ¶¶ 5–6.1 Prior to the Bar Date, the Debtors re-ran the 

current and former employee rosters through the Petition Date to capture any additional potential 

employee-claimants. See id. ¶¶ 4–6. Affidavits certifying direct service, in accordance with the Bar 

Date Order, the Bankruptcy Code, and otherwise applicable law, and the method of such service, of a 

Claims Package that included: (i) Standard Bar Date Notice, and (ii) the Standard Proof of Claim 

Form, were filed by Prime Clerk on July 23, 2019 [Docket No. 3159], July 30, 2019 [Docket No. 3262], 

1

 Unlike employees, who may be hired or terminated on a day-to-day basis, an individual will only 

appear on the Debtors’ pension roll on the first of a month. See id. ¶ 6. Accordingly, the list of the 

Debtors’ pensioners as of January 11, 2019 is coextensive with the same list as of the Petition Date. 

See id. 

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and August 8, 2019 [Docket No. 3474]. Prime Clerk directly served the Claims Package upon Mr. 

Alonzo. See Certificate of Service of Herb Baer [Dkt. No. 3159], Ex. E at 41 of 1456. 

Given the nature of these Chapter 11 Cases, in addition to actual notice, the Debtors also 

implemented their Supplemental Notice Plan to provide extensive constructive notice to known and 

unknown claimants using both traditional and non-traditional means. See generally Finegan Decl. The 

Supplemental Notice Plan included publication in, among others, print, online, social, radio, and 

television media outlets. See id. ¶ 6. Ultimately, the program resulted in over 730,000,000 

impressions, i.e., opportunities to see the Bar Date Notice.2 See id. ¶¶ 6–7. 

The Finegan Declaration describes these efforts in exacting detail. But the Debtors take this 

opportunity to highlight some of the most salient aspects of the Supplemental Notice Plan. In 

accordance with the Bar Date Order, the Debtors published the Bar Date Notice in (i) three nationally 

distributed magazines—People, Sports Illustrated, and Sunset Magazine, (ii) two nationally circulated 

newspapers—Wall Street Journal and USA Today,

3

 and (iii) three separate times in twenty-seven local 

newspapers.4 See id. ¶¶ 11–14. Proof of publication affidavits are attached as Exhibits A and B to the 

Finegan Declaration. Additionally, the Debtors placed banner advertisements in English and Spanish 

across approximately 4,000 websites—including top-tier news, local news, Spanish language, and 

other websites. See id. ¶¶ 15–17. The Debtors also launched social media campaigns on Twitter, 

2

 As set forth in the Finegan Declaration, an impression translates into an opportunity to see a message 

in a given medium. Here, it measures each time the Bar Date Notice is displayed and potentially 

viewed by claimants. For example, each direct mailing of the Bar Date Notice sent out to Known 

Claimants constitutes one impression. Every time, the Bar Date was displayed in a television 

advertisement similarly constitutes one impression for each person estimated to be viewing the 

advertisement at the time of airing. See id. ¶ 7. 

3

 The Bar Date Notice was published once, on July 17, 2019, in the Wall Street Journal and three 

times, on July 17, 2019, August 22, 2019, and September 26, 2019, in USA Today. 

4 Los Angeles Times, San Francisco Chronicle, The Bakersfield Californian, The Fresno Bee, The 

Modesto Bee, The Sacramento Bee, The Santa Rosa Press Democrat, The San Jose Mercury News, 

The East Bay Times, The Stockton Record, The Paradise Post, The Chico Enterprise-Record, The San 

Francisco Examiner, The Redding Record Searchlight, The Red Bluff Daily News, The Eureka Times 

Standard, The Ukiah Daily Journal, The Grass Valley Union, The Napa Valley Register, The Trinity 

Journal in Weaverville, The Mad River Union in Arcata, The Del Norte Triplicate in Crescent City, 

The Mount Shasta Herald in Mount Shasta, The Siskiyou Daily News in Yreka, The Modoc County 

Record in Alturas, The Ferndale Enterprise in Fortuna, and The Lassen County Times in Susanville. 

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Facebook, Instagram, and YouTube that included the engagement of social influencers to further reach 

potential claimants. See id. ¶¶ 18–23. Moreover, the Debtors also provided notice via television, radio, 

billboards, and other non-traditional means. See id. ¶¶ 25–43. As set forth above, the Notice 

Procedures were one of the largest, most comprehensive notice and media campaigns implemented in 

chapter 11 history and has been a resounding success, exceeding the estimated and projected results 

and the results typically achieved in class actions or chapter 11 cases. Thus, any former employee who 

wished to file an action against the Debtor had notice and opportunity to file such a claim during the 

Bar Date period. 

3. Progress Toward Confirmation 

The Court is well aware of the complexity of these Chapter 11 Cases as well as the good-faith 

progress the Debtors have made toward confirmation of a plan in time to meet the deadline established 

under AB 1054. Some of the highlights of these efforts include: 

 After extensive negotiations, the Debtors filed their chapter 11 plan of reorganization, 

dated September 9, 2019 [Dkt. No. 3841] (as thereafter amended on September 23 and 

November 4, 2019, the “Plan”), that was structured and designed to enable the Debtors 

to (i) fairly and expeditiously treat pre-petition wildfire claims in full compliance with 

AB 1054, (ii) achieve a rate-neutral solution, on average, for customers, (iii) meet the 

AB 1054 June 30, 2020 timeline for confirmation of the Plan, (iv) achieve required 

CPUC approvals, (v) support California’s clean energy goals, and (vi) ensure that the 

Reorganized Debtors have access to sufficient liquidity upon chapter 11 emergence. 

 As the Court is aware, the Debtors have achieved two critical settlements of their 

wildfire liabilities to be satisfied and discharged pursuant to their Plan. The first 

settlement fully resolves all of the wildfire claims held by the 18 settling Public Entities 

for the aggregate amount of $1 billion. The second settlement fully resolves all of the 

claims held by Subrogation Claimants in the asserted amount of approximately $20 

billion for consideration in the amount of $11 billion, representing a 45% reduction. 

 The Debtors have established pre-confirmation briefing schedules for several plan 

confirmation-related issues, including with respect to (i) whether the doctrine of inverse 

condemnation applies to the Utility, (ii) whether certain public entity claims are 

liquidated or subject to estimation, (iii) whether the holders of unsecured bond claims 

are entitled to any make-whole premiums, and (iv) whether the holders of allowed 

unsecured claims are entitled to post-petition interest at the federal judgment rate or 

some other rate. 

 Although establishing the Bar Date and Notice Procedures took several months, and 

despite the immense complexity of these Chapter 11 Cases, the Debtors are still on track 

to meet the June 30, 2020 deadline imposed by AB 1054. 

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While the Debtors have accomplished much in the months since the Petition Date, there is still 

much more to be done that will require additional resources and tremendous efforts. With respect to a 

key issue of these Chapter 11 Cases—namely, a determination of the underlying liability owed to 

individual wildfire claimants—estimation proceedings are currently pending before the District Court, 

the California State Superior Court, and this Court that involve complicated issues relating to causation, 

liability, and damages involving not less than 22 separate wildfires and thousands of underlying 

individual loss claims. Because this Court terminated the Debtors’ exclusive periods, there are two 

chapter 11 plans currently on file—the Debtors’ Plan and the TCC/Ad Hoc Noteholder Plan. 

The outcome of the estimation proceedings is fundamental to the consideration of solicitation 

of both plans and neither realistically can go forward prior to a determination of the magnitude of the 

TCC’s constituency’s claims. Relatedly, as stated, this Court recently set a briefing schedule to address 

certain issues relating to the confirmation of both chapter 11 plans (including, without limitation, issues 

relating to impairment, applicable post-petition interest rates, and make-whole premiums) to be briefed 

by the parties between now and January 2020. 

The Debtors have also dedicated substantial resources to securing necessary governmental 

approvals in connection with their Plan, including the recently opened CPUC OII proceeding in 

connection with the Debtors’ Plan. Furthermore, on October 28, this Court directed the parties in 

interest to mediation before Retired Bankruptcy Judge Newsome to see if a consensual resolution of 

the cases could be achieved. This is in addition to maintaining the Debtors’ normal day-to-day 

operations, managing their vast network of vendors, suppliers, and contract counterparties, and 

focusing on delivering power to their 16 million customers in a safe and reliable manner. 

B. The Putative Class Action 

1. Mr. Alonzo’s Allegations 

On June 18, 2019, nearly five months after the commencement of these cases and in clear 

violation of the automatic stay, Movant filed a putative class action complaint in the Superior Court of 

the State of California for the County of San Francisco. See Mot., Ex. 1. The same day, PG&E sent a 

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Notice of Bankruptcy Filing and Imposition of Automatic Stay, notifying him that the proceeding was 

stayed pursuant to section 362(a) of the Bankruptcy Code. See Slack Decl., Ex. A (Notice of Stay). 

No other activity has taken place in the State Court case and (obviously) Mr. Alonzo’s putative class 

was not certified before the Petition Date. 

In his complaint, Mr. Alonzo seeks, on behalf of himself and the putative class, recovery of 

unpaid wages and penalties under California Labor Code §§ 201–203 and 227.3, among other things. 

See Mot., Ex. 1. He alleges that PG&E terminated his employment on March 24, 2019, but that he did 

not receive his final payroll check until April 4, 2019. See Mot. at 4. Notably, Mr. Alonzo does not 

allege that he is owed any unpaid wages. His claim is entirely for statutory penalties. See Mot. at 4. 

Movant defines the putative class as “All of [Debtors’] former salaried employees in California 

who were paid once per month and who had earned and vested vacation pay at the time of their 

separation of employment and whose [sic] during the three years immediately prior to the filing of the 

Complaint.” See id. In other words, Mr. Alonzo—whose separation occurred after the Petition Date—

seeks to represent a class of individuals whose final date of employment occurred anywhere between 

June 18, 2016 (before the Petition Date) and June 18, 2019 (after the Petition Date). Assuming Mr. 

Alonzo himself has a valid claim (which the Debtors’ dispute) and to the extent Mr. Alonzo’s putative 

class is more than just a party of one (which is unknown), the proposed class would contain both preand post-petition claims. Moreover, neither the proof of claim nor the Motion itself provides any facts 

that there are any class members whatsoever—especially, as discussed below, given the fact that there 

is even a dispute whether Movant himself falls within the proposed class. 

2. Mr. Alonzo May Not Be a Member of the Class He Purports to Represent 

According to the Debtors’ records, several of Mr. Alonzo’s factual allegations are demonstrably 

false. As demonstrated by (i) Movant’s final wage check, (ii) his vacation payout check, (iii) PG&E’s 

payroll check request (“PCR”), and (iv) awards he received through a short-term incentive plan 

(“STIP”), Movant was indeed employed through March 31, 2019.

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Movant was issued two separate checks in March 2019 as a result of his termination. On March 

22, 2019, Debtors issued Movant’s final wage check, representing payment through the end of the 

month, and not March 24, 2019 as Movant claims. See Slack Decl., Ex. B (March Wage Statement). 

On March 26, 2019, pursuant to PG&E’s consistent practice of paying discharged employees all final 

wages on or before their discharge effective date and in accordance with California Labor Code Section 

201(a), PG&E submitted a PCR via email directing the timekeeper to enter all of Movant’s time through 

March 31, 2019. See Slack Decl., Ex. C (PCR). The final check, dated March 29, 2019, reflects a 

floating holiday payout and a vacation payout. See Slack Decl., Ex. D (Vacation Payoff at Term 

Statement). The PCR lists Movant’s “Date of Separation” as April 1, 2019—not March 24, 2019 as 

Movant purports. Compare See Slack Decl., Ex. C (PCR) with Mot. at 13. In other words, Mr. 

Alonzo’s final check pre-dates his separation date, consistent with California law.

The PCR also provides “Final Check Instructions,” directing delivery to Movant’s 

superintendent/supervisor, identified as Steve Watson. See Slack Decl., Ex. C (PCR). The UPS 

shipping confirmation shows that Movant’s final check was issued a day earlier on March 28, 2019 

and sent overnight as instructed, arriving at 7:28 a.m. on Friday March 29, 2019 at Steve Watson’s 

office in Rocklin, CA. See Slack Decl., Ex. E (Shipping Confirmation).5

ARGUMENT 

The Movant’s burden here is two-fold to support a class proof of claim. See In re Verity Health 

Sys. of Cal., Inc., No. 2:18-BK-20151-ER, 2019 WL 2461688, at *7 (Bankr. C.D. Cal. June 11, 2019). 

First, he must establish that “it is appropriate to apply Bankruptcy Rule 7023 to the claims 

administration process” under the three-factor framework set forth in In re Musicland Holding Corp., 

362 B.R. 644, 654 (Bankr. S.D.N.Y. 2007). See In re Verity, 2019 WL 2461688, at *7. Second, he 

must satisfy the requirements of Federal Rule of Civil Procedure 23. See id. Failure to carry the burden 

5

 Further, Mr. Alonzo received a STIP payment for Q1 2019 on May 15, 2019. See Slack Decl., Ex. G 

(STIP Payment). Under PG&E policy, employees are not eligible for a quarter-end STIP payment 

unless they remained an employee throughout the entire quarter. See Slack Decl., Ex. F (STIP 

Policy). 

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on the first prong, however, ends the inquiry. See In re Musicland, 362 B.R. at 654; In re Craft, 321 

B.R. 189, 198–99 (Bankr. N.D. Tex. 2005) (“[T]he court need not reach the second issue” after 

declining to invoke Bankruptcy Rule 7023). Here, Movant has failed to carry his burden on the first 

prong of the analysis such that the Court need not even consider whether Civil Rule 23 has been 

satisfied to deny the Motion, which he also fails to establish. 

I. IT IS INAPPROPRIATE TO APPLY BANKRUPTCY RULE 7023 HERE 

There is no absolute right to file a class proof of claim under the Bankruptcy Code. See In re 

Pac. Sunwear of Cal., Case No. 16-10882 (LSS), 2016 WL 4250681, at *13 (Bankr. D. Del. Aug. 8, 

2016); In re Aughney, No. 10-12666, 2011 WL 479010, at *1 (Bankr. N.D. Cal. Feb. 4, 2011); In re 

Bally Total Fitness of Greater New York, Inc., 402 B.R. 616, 619–20 (Bankr. S.D.N.Y. 

2009), aff’d, 411 B.R. 142 (S.D.N.Y. 2009); In re Musicland, 362 B.R. at 650 (application of Federal 

Civil Rule 23 is not automatic). In fact, a Bankruptcy Court should use “caution” before granting a 

7023 motion and do so sparingly. In re Dewey & LeBoeuf LLP, 487 B.R. 169, 179 (Bankr. S.D.N.Y. 

2013). Because “class certification may be ‘less desirable in bankruptcy than in ordinary civil 

litigation,’” In re Ephedra Prod. Liab. Litig., 329 B.R. 1, 5 (S.D.N.Y. 2005), Bankruptcy Courts have 

developed a three-factor framework to guide the exercise of this discretion. See In re Verity, 2019 WL 

2461688, at *6. The Musicland factors—as they have come to be known—ask whether: (i) the class 

was certified pre-petition, (ii) the putative class members received notice of the bar date, and (iii) class 

certification will adversely affect the administration of the estate. See id. While no single factor is 

dispositive, the first two are “critical.” In re Musicland, 362 B.R. at 655; see also In re Verity Health 

Sys. of Cal., Inc., No. 2:18-BK-20151-ER, 2019 WL 2903269, at *5 (Bankr. C.D. Cal. May 28, 2019) 

(quoting Musicland, 362 B.R. at 655). Indeed, in In re Bally, the Court found that the “filing of a class 

proof of claim is consistent with the Bankruptcy Code generally in two principal situations: (i) where 

a class has been certified pre-petition by a non-bankruptcy court; and (ii) where there has been no actual 

or constructive notice to the class members of the bankruptcy case and the Bar Date.” 402 B.R. at 630. 

Here, all three factors mandate denial of the Motion. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

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A. There Is No Pre-Petition Certified Class 

The Motion does not even acknowledge, let alone address, the first of the two “critical” 

Musicland factors: whether a non-bankruptcy forum certified the proposed class before the Petition 

Date. See generally Mot. Presumably, this is because in circumstances similar to these—where prepetition certification is lacking—putative class members lack “any reasonable expectation that they 

need not comply with the Bar Date Order.” In re Jamesway Corp., No. 95 B 44821 (JLG), 1997 WL 

327105, at *10 (Bankr. S.D.N.Y. June 12, 1997). But ignoring the factor does not make it go away. 

Where there has been no pre-petition certified class, Bankruptcy Courts are reluctant to extend 

Bankruptcy Rule 7023 to allow the filing of class proofs of claim. See In re Pac. Sunwear of Cal., 

2016 WL 4250681, at *18 (declining to approve class proof of claim for a proposed class lacking prepetition certification); In re Craft, 321 B.R. at 199 (declining to apply Bankruptcy Rule 7023 for a 

proposed class that was “not yet certified”). The first Musicland factor supports denying the Motion 

because no non-bankruptcy forum has certified Mr. Alonzo’s putative class before the Petition Date, 

or since. 

B. All Putative Class Members, Including Mr. Alonzo, Received Actual or 

Constructive Notice of the Bar Date 

Movant also fails the second Musicland factor, as the filing of a class proof of claim is only 

permissible where there has been no actual or constructive notice to the class members of the 

bankruptcy case and bar date. See In re Pac. Sunwear of Cal., 2016 WL 4250681, at *12; In re Bally, 

402 B.R. at 630; In re Sacred Heart Hosp. of Norristown, 177 B.R. 16, 22 (Bankr. E.D. Pa. 1995) 

(denial of class proof of claim is warranted if putative class members received actual or constructive 

notice of the chapter 11 case and bar date). In fact, Courts view the type of end-around Mr. Alonzo is 

attempting here as “unwarranted, unfair, and possibly [a] violat[ion of] the due process rights of other 

creditors.” In re Jamesway Corp., 1997 WL 327105, at *10 (purported class members should not have 

and could not “have had any reasonable expectation that they need not comply with the Bar Date 

Order”); see In re Bicoastal Corp., 133 B.R. 252, 255 (Bankr. M.D. Fla. 1991) (“[T]o permit the 

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Claimants to file a claim as members of a class would enable them to accomplish indirectly what they 

could not accomplish directly.”). Here, because each member of the putative class received actual or 

constructive notice of the Chapter 11 Cases and the Bar Date, the Motion should be denied. 

Courts disfavor claimants who received actual notice of the bar date, but did not heed its 

warning. “[P]utative members of an uncertified class who received actual notice of the bar date but 

did not file timely claims are the least favored candidates for class action treatment.” In re Musicland, 

362 B.R. at 655 (debtor sent a copy of the Bar Date Notice to all persons employed by Musicland 

during 2005); see In re Jamesway Corp., 1997 WL 327105, at *8 (rejecting challenges to sufficiency 

of notice where debtor mailed Claims Packages to over 11,700 former employees). Known claimants 

of all kinds who have received actual notice of the bar date “must proceed through the claims process 

on a level playing field.” In re Sacred Heart, 177 B.R. at 22–24 (“[M]ost, if not all, of the unnamed 

class members have had unusually stark, clear, and hence effective notice of the Debtor’s bankruptcy 

case as a result of the abrupt loss of their employment, followed by intense media publicity surrounding 

the filing itself.”). An action that “expands the bar date for notified creditors may itself violate due 

process.” Id. at 23–24. Indeed, it is “manifestly clear that it would be unwarranted, unfair, and possibly 

violate the due process of other creditors of the Debtor to effectively extend the bar date to benefit 

(1) the members of the putative class who failed to exercise vigilance; and (2) the pocketbook of the 

putative class’s counsel, who obviously will seek a contingency fee from all unnamed class members 

who fail to opt out of the putative class.” Id. at 24. 

Relying on nothing but baseless speculation—in other words entirely without any evidence 

whatsoever—Mr. Alonzo contends “it is likely that most Class members have not received actual notice 

of the General Bar Date.” Mot. at 10. The facts are to the contrary, as the Debtors sent a Claims 

Package to every current employee, including Mr. Alonzo.6 In addition, the Debtors sent the Claims 

6

 For purposes of Bar Date noticing, “current employees” are those individuals employed by the 

Debtors as of January 28, 2019—i.e., the day before the Petition Date—including Mr. Alonzo. See

McWilliams Decl. ¶ 4. It is undisputed that Mr. Alonzo’s employment was not terminated before 

January 29, 2019. 

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Package to every former employee—not just the subset of former employees who might be members 

of the putative class, but every single one—whose termination date occurred between January 1, 2017 

and January 28, 2019. See McWilliams Decl. ¶¶ 5, 7–10. In other words, only those former employees 

whose terminations occurred between June 18 and December 31, 2016 would not have received actual 

notice of the Bar Date in their capacity as former employees. Many of these potential claimants, 

however, received actual notice in other capacities—i.e., as pensioners or customers. In fact, over 92% 

of former employees, terminated on or after June 18, 2016 that Mr. Alonzo hopes to represent received 

actual notice of the Bar Date. See id. ¶ 9; Certificate of Service of Herb Baer [Dkt. No. 3159] ¶ 15. 

Thus, a substantial majority of Debtors’ former employees—including those Mr. Alonzo 

purports to represent—received actual, physical copies of the Bar Date Notice. The Bar Date Notice 

instructed all recipients of the deadline for submitting a proof of claim, as well as the legal 

consequences of failing to do so. See Certificate of Service of Herb Baer [Dkt. No. 3159], Ex. B. 

 It is undisputed that Mr. Alonzo received actual notice of the Bar Date. See Mot. at 10 (“PG&E 

provided notice of the General Bar Date Order to Class Representative after he filed the Class Action.”). 

Thus, contrary to Movant’s claim, this is not a situation where “there has been no actual . . . notice to 

the class members of the bankruptcy case or the applicable bar date.” Id. (quoting In re Bally, 402 B.R. 

at 620). Here, the Debtors mailed a Claims Package to over 48,000 pensioners and current and former 

employees, like Mr. Alonzo. None of them had “any reasonable expectation that they need not comply 

with the Bar Date Order.” In re Jamesway Corp., 1997 WL327105, at *10.

The remaining putative class members received sufficient constructive notice as approved by 

the Court. An action that threatens to deprive an individual of property, like the Bar Date, must satisfy 

due process. Therefore, notice must be “reasonably calculated under all the circumstances, to apprise 

interested parties of the pendency of the action and afford them an opportunity to present their 

objections.” Id. at *8; see also Mennonite Bd. of Missions v. Adams, 462 U.S. 791, 795 (1983). In the 

bankruptcy context, the “proper inquiry” is not whether each claimant received actual notice. Id. 

Actual notice is “irrelevant as a matter of due process.” Id. Rather, it is whether the debtor “acted 

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reasonably in selecting means likely to inform persons affected by the Bar Date and these chapter 11 

proceedings.” Id. (“complying with the terms of the Bar Date Order, mailing a Claim Package to every 

known creditor and publishing notice of the Bar Date” satisfied due process); see also In re Bally, 402 

B.R. at 620 (mailing formal bar date notices and publishing notice in nationally circulated periodicals 

“was reasonably calculated . . . to apprise interested parties of the bankruptcy case and was of such 

nature as to convey the required information”) (internal citations omitted). 

In large, complex bankruptcies such as this one, Courts have routinely held that a combination 

of actual and constructive notice is sufficient to satisfy due process. For example, in Bally, the debtors 

mailed formal bar date notices to all present employees as well as former employees whose 

employment terminated between January 1, 2004 and the petition date (December 3, 2008). See 402 

B.R. at 620. In addition, the debtors supplemented their mailing campaign with “published notice of 

the Bar Date in the national editions of the Chicago Tribune and USA Today.” Id.; see In re Jamesway 

Corp., 1997 WL 327105, at *8 (claim packages mailed to thousands of potential claimants and 

publication notice appeared in multiple widely-circulated periodicals); In re Blockbuster Inc., 441 B.R. 

239, 242 (Bankr. S.D.N.Y. 2011) (same); In re Motors Liquidation Co., 447 B.R. 150, 168 (Bankr. 

S.D.N.Y. 2011) (“[N]o class has ever been certified in a bankruptcy court by reason of deficiencies in 

notice to prospective members of the putative class.”). 

Here, in addition to the actual notice provided to the vast majority of the potential class 

members, the Debtors implemented perhaps the most robust noticing campaign ever imagined. 

Specifically, the Debtors published notice of the Bar Date in (i) three nationally distributed magazines 

(People, Sports Illustrated, and Sunset Magazine), (ii) two nationally circulated newspapers (Wall 

Street Journal on July 17, 2019 and USA Today on July 17, 2019, August 22, 2019, and September 26, 

2019), and (iii) three times in twenty-seven local newspapers distributed throughout Northern 

California (see Bar Date Order [Dkt. No. 2806] ¶ 13 for complete list). See Finegan Decl. ¶¶ 13–14. 

In addition, the Debtors generated geo-targeted online advertisements across 4,000 different 

websites, pushed notifications through social media—i.e., Facebook, Instagram, Twitter, and 

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YouTube, engaged social influencers to post and share information about the Bar Date on Instagram 

and Facebook, sponsored advertisements on Google for related keyword searches, purchased 

billboards, streaming video rights, and airtime on television and radio (terrestrial and satellite), among 

other things, to inform as many potential claimants as possible of the pending Bar Date. See id. ¶¶ 15–

23. These comprehensive efforts resulted in more than 730,000,000 opportunities to see the Bar Date 

Notice. See id. ¶¶ 4–8. In addition to the 6.5 million Bar Date Notices directly mailed to potential 

claimants, the Debtors’ Noticing Procedures were more than reasonably calculated to provide notice 

of the Bar Date to both known and unknown creditors, like Mr. Alonzo and his putative class.7 

C. Class Actions Are Not Superior to the Proof of Claim Process and Granting the 

Motion Would Adversely Affect the Administration of these Estates

Movant has failed to establish either of the two “critical” Musicland factors. This failure alone 

dooms his Motion and the Court need not even consider the third factor. But even if the Court were to 

consider the third factor—effect on the administration of the estates—it also favors denying the Motion. 

First, class actions are not superior to the proof of claim process, chapter 11’s mechanism for 

distributing assets of the estates to creditors and other economic stakeholders. See, e.g., In re 

Blockbuster Inc., 441 B.R. at 241 (the “superiority of the class action vanishes when the ‘other available 

method’ is bankruptcy, which consolidates all claims in one forum and allows [Plaintiffs] to file proofs 

of claim without counsel and at virtually no cost. In efficiency, bankruptcy is superior to a class action 

because in practice small claims are often ‘deemed allowed’ under § 502(a) for want of objection, in 

which case discovery and fact-finding are avoided altogether”). The proof of claim process is intended 

7

 The Movant’s attempt to challenge the sufficiency of Debtors’ notice on due process grounds 

misconstrues the concept of “known” creditors. See Mot. at 10. In re DDI Corporation, which the 

movant parenthetically quotes, describes two scenarios under which a class could be considered a 

“known” creditor: (i) “if a class was certified prior to the bar date,” or (ii) “the class action was 

commenced against the debtor prior to the petition date.” See Mot. at 10 (quoting In re DDI Corp., 

304 B.R. 626, 629 (Bankr. S.D.N.Y. 2004)). Mr. Alonzo’s putative class does not fit into either 

category. As previously discussed, class certification is lacking. More importantly, however, Mr. 

Alonzo filed the class action complaint on June 18, 2019—in violation of the automatic stay—nearly 

five months after the Petition Date. See Mot. at 3. In any event, over 92% of the potential members 

of the proposed class, whether known or unknown, received actual notice of the Bar Date. 

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to be a straightforward procedure to permit creditors, including unsophisticated creditors, to obtain a 

chapter 11 distribution without undue costs and delay, thus eliminating the ordinary hurdles that 

individual litigants face in an ordinary lawsuit. See In re Musicland, 362 B.R. at 650–51 n.8 

(“Bankruptcy provides the same procedural advantages as a class action. In fact, it provides more 

advantages. Creditors, even corporate creditors, don’t have to hire a lawyer, and can participate in the 

distribution for the price of a stamp. They need only fill out and return the proof of claim sent with the 

Bar Date Notice.”). 

The Bankruptcy proof of claim process is intended to be more efficient and less costly precisely 

by having the estate and claimants address smaller claims that make sense to settle without the need 

for lawyers or litigation. See In re Ephedra, 329 B.R at 5. If the Court were to grant this Motion, the 

primary beneficiaries would not be putative class members, but rather Movant’s attorneys, to the 

detriment of all other parties. See In re Bally, 402 B.R. at 621 n.4 (“Were [Movants] to prevail, their 

attorneys could seek payment of their fees from the Debtors’ estates, necessarily diminishing the 

already limited distributions available to other creditors.”); In re Ephedra, 329 B.R. at 10 (“The only 

real beneficiaries of applying Rule 23 would be the lawyers representing the class.”); In re Jamesway 

Corp., 1997 WL 327105, at *6 (citing In re Sacred Heart, 177 B.R. at 24 (effectively extending the bar 

date would only benefit (i) “putative class members who failed to exercise vigilance” and (ii) “the 

pocketbooks of their lawyers, who would obviously seek a contingency fee from all putative class 

members who failed to opt out of the class.”)). 

Second, given the June 2020 deadline under AB 1054 and the expedited timeframe required to 

conduct the fact-intensive, individual-specific inquiries that Mr. Alonzo’s putative class raises, the 

Debtors would have to divert resources—time, money, and effort—from pressing confirmation, 

estimation, and related proceedings that require prompt resolution. At present, the Debtors have 

already made substantial progress in the administration of these Chapter 11 Cases and toward the timely 

and successful confirmation of a chapter 11 plan or reorganization. If Movant’s class proof of claim is 

allowed to go forward, it could undermine the extraordinary effort the various stakeholders have 

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already committed to meeting the June 2020 deadline. The Court acknowledged this very real risk in 

connection with a recent tentative ruling to continue a pending motion to lift the automatic stay when 

the Court wisely observed that the “Debtors and their litigation counsel have very full plates in the 

coming weeks dealing with claims filed up to the to-be-extended deadline, the Tubbs trial, and the 

USDC Estimation proceedings....While [the Lift Stay Movant] no doubt wants to press for trial, the 

overall interests of a successful reorganization are more compelling.” Docket Order (Nov. 10, 2019).

Third, allowing these class proofs of claim under Bankruptcy Rule 7023 would create precisely 

the undue delay that Courts have long sought to avoid in resolving the proof of claim process, and 

would be entirely adverse to and disrupt the administration of these estates. See, e.g., In re Woodward 

& Lothrop Holdings, Inc., 205 B.R. 365, 376 (Bankr. S.D.N.Y. 1997) (“[A] bankruptcy case can 

proceed no faster than its slowest matter and a class action may ‘gum up the works’ because until 

complete, the bankruptcy court cannot determine the entitlement of the other creditors.”) (internal 

citation omitted). Contrary to the Movant’s unsupported assertion that a class action would promote 

efficiency, granting the Motion would add numerous procedural hurdles, such as whether to grant class 

certification itself and would impose significantly higher discovery cost—a reality that Courts have 

repeatedly recognized. See In re Bally Total, 402 B.R. at 621 n.5 (“[T]he parties have yet to undertake 

the significant amount of discovery that will be required to litigate a class certification motion. After 

the completion of class certification discovery and the inevitable briefing, the Court will conduct a 

hearing on class certification. If the Court ultimately certifies a class, class members will need to be 

noticed and given an opportunity to ‘opt out’ under Civil Rule 23. The parties will then engage in 

merits discovery, which, in turn, will be followed by a complex and lengthy trial.”); In re Ephedra, 329 

B.R. at 5 (“Applying Rule 23 to the class claims now would initiate protracted litigation that might 

delay distribution of the estate for years. Pre-certification discovery would be needed for three putative 

class claims with three putative class attorneys, two of whom are competing to represent the same 

consumers. If the classes were then certified, notice to class members followed by discovery on the 

merits and the bankruptcy equivalent of a trial would further delay distribution.”).

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Finally, Mr. Alonzo never objected to the Bar Date or the Notice Procedures at any time during 

this Court’s consideration of those issues. Not only should Mr. Alonzo have moved for class 

certification before the Bar Date was established, he instead waited until the 11th hour to do so and, 

therefore, the class proof of claim should not be permitted to go forward. In re. Comput. Learning 

Ctrs., 344 B.R. 79, 89 (Bankr. E.D. Va. 2006) (“A Rule 7023 motion should be filed as soon as 

practicable and should be denied if it comes so late as to prejudice any party.”); In re Sacred Heart, 

177 B.R. at 23 (“Timing is also significant. The most propitious time for filing a motion for class 

recognition is before a bar date is established, since the bar date is effectively uprooted in part by an 

extension of the bar date for a favored class of creditors.”). 

The Court should deny the Motion because the claims administration process is superior to class 

actions and allowing Movant’s proof of claim to proceed as a class would prejudice the Debtors, as 

well as other creditors, and adversely affect the administration of these estates. 

II. MOVANT DOES NOT SATISFY THE BASIC REQUIREMENTS OF CIVIL RULE 23 

Although Movant’s failure to satisfy any of the Musicland factors alone warrants denial of the 

Motion, he also fails to establish that the requirements of Civil Rule 23 could be satisfied here. 

A. The Movant Will Not Adequately Represent the Putative Class 

Although the Motion attaches the declaration of Mr. Alonzo’s attorney, it is merely a numbered 

cut-and-paste from the Motion and offers no evidence that class certification is appropriate, including 

whether the class representatives or class counsel are adequate to represent the class. See generally

Declaration of John E. Lattin (“Lattin Declaration”). This alone renders the attempt at class 

certification fatally deficient. See Wal-Mart Stores, Inc. v. Dukes, 564 U.S. 338, 350 (2011) (“Rule 23 

does not set forth a mere pleading standard. A party seeking class certification must affirmatively 

demonstrate his compliance with the Rule—that is, he must be prepared to prove that there are in fact

sufficiently numerous parties, common questions of law or fact, etc”) (emphasis in original). A Court 

deciding whether to certify a class must engage in “rigorous analysis” of a Movant’s claims and 

consider whether they are amenable to adjudication on a class-wide basis. See General Tel. Co. v. 

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Falcon, 457 U.S. 147, 161 (1982) (“Going beyond the pleadings is necessary, as a court must 

understand the claims, defenses, relevant facts, and applicable substantive law in order to make a 

meaningful determination of the certification issues.”). It is therefore improper to certify a class 

without knowing how the claims can and likely will be tried. See Daniels v. AMERCO, No. 81 Civ. 

3801 (RLC), 1982 WL 1856 (S.D.N.Y. June 7, 1982) (denying class certification because the 

evidentiary record was inadequate to demonstrate that the requirements of Civil Rule 23 were met).

First, Mr. Alonzo fails to adequately plead any facts that his class is so numerous and that the 

putative class is so large that joinder of all members is impracticable. Indeed, Movant merely 

speculates “a large estimate of potential members, numbering into the hundreds, if not thousands,” and 

states that “PG&E reports having 24,000 employees.” Mot. at 5. There is no evidence of a single class 

member—especially since there is a dispute whether even Movant falls into this class. These basic 

estimations are woefully inadequate to warrant class certification. 

Second, Mr. Alonzo purports to represent individuals who may claim to have differing priority 

status. Numerous courts have held that such representation creates a “fundamental intra-class conflict” 

and is plainly improper. In re Pac. Sunwear of Cal., 2016 WL 4250681, at *11–12. (“Interpreting Rule 

23, the Second Circuit, citing United States Supreme Court decisions as well as its own, specifically 

rejects the argument that class representatives who hold claims in more than one subgroup can 

adequately represent any one of those subgroups. It explains: such class representatives will have the 

incentive to maximize their own total recovery rather than the recovery of any single group.”) (citing 

In re Payment Card Interchange Fee & Merchant Discount Antitrust Litig., 827 F.3d 223, 233 (2d Cir. 

2016) (citing Amchem Prods., Inc. v. Windsor, 521 U.S. 591, 627 (1997), Oritz v. Fibreboard Corp., 

527 U.S. 815 (1999), and In re Literary Works in Elec. Databases Copyright Litig., 654 F.3d 242 (2d 

Cir. 2011)). In Pacific Sunwear, the Bankruptcy Court refused to allow a general unsecured claimant 

to serve as a representative for holders of priority claims. See id. at *11–12. 

Here, like the proposed representative in Pacific Sunwear, Mr. Alonzo—whose termination 

occurred post-petition and may be entitled to administrative expense status under the Bankruptcy 

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Code—cannot adequately represent all members of the proposed class, which also holders of prepetition general unsecured claims. Moreover, any claimant who actually filed a proof of claim would 

be in conflict with class counsel here to the extent that this counsel seeks to take a piece of any recovery 

to creditors who actually filed a proof of claim. 

B. Questions of Fact Affecting Individual Members of the Putative Class 

Predominate Over Any Common Questions of Fact 

An individualized factual inquiry will also be necessary to determine whether PG&E is liable 

to the purported class members. Because there is no common or class-wide answer to any of the 

relevant liability-determinative questions, these individualized factual inquiries will need to be 

repeated, over and over again in a vast array of mini-trials, for every putative class member, thus 

rendering class treatment inappropriate. See Wal-Mart Stores, Inc., 564 U.S. at 350 (“what matters to 

class certification . . . is not the raising of common ‘questions’—even in droves—but rather, the 

capacity of a class-wide proceeding to generate common answers apt to drive the resolution of the 

litigation.”) (emphasis in original).

The timing of Movant’s final paycheck (including all accrued and unused vacation) is governed 

by California Labor Code Section 201(a), which provides in relevant part: “If an employer discharges 

an employee, the wages earned and unpaid at the time of discharge are due and payable immediately.” 

Here, Movant does not dispute the amount of his final paycheck; he merely disputes whether he 

received it on a timely basis. His sole claim for relief is under section 203, which provides, in relevant 

part: “If an employer willfully fails to pay, without abatement or reduction, in accordance with Sections 

201 [...], any wages of an employee who is discharged or who quits, the wages of the employee shall 

continue as a penalty from the due date thereof at the same rate until paid or until an action therefor is 

commenced; but the wages shall not continue for more than 30 days.” 

Thus, under the governing legal standard, the following questions must be answered to 

determine whether the Debtors are liable to Movant (or to any other member of the putative class that 

Movant seeks to represent): 

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 What was the date of Movant’s discharge, i.e., by what date was PG&E obligated to pay all 

final wages under Labor Code Section 201(a)? See Sansone v. Charter Commc’ns, Inc., 

Case No. 17 cv 1880-WQH-JLB, 2019 WL 4468174, *7 (S.D. Cal. Sept. 18, 2019) (“To 

prevail on claims brought pursuant to [Labor Code] § 201 and § 203, a plaintiff must prove 

that employment was terminated, which may be satisfied by proving that plaintiff was 

discharged or quit.”). 

 Did PG&E issue a final check that was “payable” on or before the date of Movant’s 

discharge? See Labor Code Section 201(a). 

 Even assuming that PG&E issued Movant’s final check as “payable” later than Movant’s 

discharge date, did PG&E do so willfully? See California Labor Code Section 203(a). 

The answers to these questions are (i) in dispute as to Movant, and (ii) differ between and among each 

putative class member. See Wal-Mart Stores, Inc., 564 U.S. at 349-50. Therefore, class certification 

should be denied. 

1. Movant’s Discharge Date Is Disputed 

Movant’s termination effective date was March 31, 2019; he remained on active and paid status 

through and including that date. See Slack Decl., Ex. C (PCR). Mr. Alonzo’s final check request 

demonstrates that his discharge was effective March 31, 2019 and contains “Final Check Instructions” 

for delivery to Movant’s superintendent/supervisor, identified as Steve Watson. See id. The PCR for 

Movant was made on March 26, 2019—several days before Movant’s termination effective date—

pursuant to both PG&E’s consistent practice of paying discharged employees all final wages on or 

before their discharge effective date and California Labor Code Section 201(a). Additionally, as shown 

in his March 22, 2019 wage statement, Movant was paid for the full period ending March 31, 2019. 

Compare Slack Decl., Ex. B (March Wage Statement) with Slack Decl., Ex. H (February Wage 

Statement)8; see also Slack Decl., Ex. G (STIP Payment).9 

Termination, for the purpose of triggering an employer’s duty to payout all remaining vacation 

wages (under California Labor Code Section 227.3), requires an actual cessation of the underlying 

employment relationship. See Int’l Bhd. of Boilermakers v. NASSCO Holdings Inc., 226 Cal. Rptr. 3d 

8

 Movant was paid the same full monthly rate for February as he was for March. His pay for February 

is correspondingly lower than his pay for March because February has fewer days than March. 

9

 Movant could not have received Q1 STIP payment had he not continued to be an active employee 

of PG&E through and including March 31, 2019. 

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206, 217 (Ct. App. 2017) (“[T]he term ‘termination’ means the permanent cessation of the employment 

relationship.”); Falkowski v. Imation Corp., 33 Cal. Rptr. 3d 724, 731–32 (Ct. App. 2005) (“[The 

ordinary meaning of the phrase ‘interruption or termination’ of employment . . . requires a severance 

of the employee’s underlying employment relationship.”). Because (i) PG&E’s business records show 

the effective date of Movant’s termination as March 31, 2019, (ii) Movant was paid through and 

including March 31, 2019, and (iii) Movant was paid a STIP incentive payment for the first quarter of 

2019, for which a minimum eligibility requirement is employment on the last day of the quarter 

(namely, March 31, 2019), Movant cannot prove that he was terminated until that very date, March 31, 

2019. 

Movant alleges, without supporting evidence, that he was terminated on March 24, 2019. See 

Mot. at 3. PG&E is unaware of what evidence, if any, Movant may eventually rely on to support this 

assertion. Therefore, it is clear that an individualized factual inquiry will be needed to resolve the 

critical liability-related dispute of Movant’s precise termination date, thus rendering class treatment 

inappropriate. 

2. Whether Movant’s Final Paycheck Was “Payable” Is In Dispute 

Movant’s final paycheck was “payable” on or before the date of Movant’s discharge, March 

31, 2019. See In re Wal-Mart Stores, Inc. Wage & Hour Litig., No. C 06-2069 SBA, 2008 WL 413749, 

*3 (N.D. Cal. Feb. 13, 2008) (“The employer has a statutory obligation to tender or deliver final pay . . . 

Tender is to occur at the workplace premises . . . The employer is not to tender elsewhere[.]”) (internal 

citations omitted). Movant’s final paycheck was printed and shipped on (Thursday) March 28, 2019, 

and was actually delivered to the PG&E office at which Steve Watson (listed in the PCR as Movant’s 

superintendent/supervisor who was based in Rocklin, California) at 7:28 a.m. on (Friday) March 29, 

2019. Slack Decl., Ex. E (Shipping Confirmation). 

Movant alleges, again without any supporting evidence, that he did not receive the final 

paycheck until April 4, 2019. See Mot. at 4. PG&E disputes this allegation for the reasons discussed 

immediately above. In any event, whatever the true facts, they are specific to Mr. Alonzo, and 

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completely undeveloped in the factual record (no discovery has taken place, and Movant himself has 

submitted no evidence showing either when he was terminated or when he actually received his 

paycheck). Given the need for a Court to determine these hotly disputed factual issues before a finding 

of liability (or non-liability) can be made, Movant’s claim is unsuitable for class treatment. See Alvarez 

v. Nordstrom, Inc., No CV 08-05856-AHM, 2011 WL 7982552, *5–6 (C.D. Cal. May 24, 2011) 

(denying class certification, reasoning in relevant part: “the waiting time penalties [Movant] seeks 

under the Labor Code are not imposed merely because a terminated employee does not timely receive 

her final pay. Instead, both employer and employee must meet certain obligations, including the 

employer tendering final pay when due and the employee being present to receive that tender . . . . 

Assuming these obligations are met, an employer is subject to liability if its failure to pay is willful . . . . 

Late payment alone does not impose liability on the employer and there may be any number of factual 

circumstances underlying the tardiness . . . . [I]t is possible that the terminated employee herself could 

be responsible for the late payment.”); In re Taco Bell Wage & Hour Actions, No. 1:07-cv-01314-

OWW-DLB, 2011 WL 4479730, at *4 (E.D. Cal. Sept. 26, 2011) (denying class certification, reasoning 

in relevant part: “The California final pay statutes (Lab. Code §§ 201, 202) are triggered not only by 

termination of employment, but by the associate performing his or her duty to be at the store to receive 

tender of final pay or to give [the employer] specific mailing instructions”). 

3. Whether Any Late Payment Was “Willful” Is Also In Dispute 

A late payment that results from a clerical error or mistake is not “willful” for the purposes of 

section 203(a). See Nishiki v. Meredith, 25 Cal. App. 5th 883, 892 (2018) (citing Heritage Residential 

Care, Inc. v. Division of Labor Standards Enforcement, 192 Cal. App. 4th 75, 84 (2011) (“Like 

inadvertence, clerical error denotes behavior that is accidental, not deliberate”)); Cleveland v. 

Groceryworks.com, LLC, 200 F. Supp. 3d 924, 959–60 (N.D. Cal. 2016) (holding that where an 

employer’s failure to pay employee’s wages when those wages are due is a result of a “mistake,” such 

failure was not “willful”). 

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Here, Debtors also dispute whether the paycheck was late—Debtors contend it was not—and, 

if late, whether any such late payment was willful. For example, a late payment of final wages is not 

“willful”—and thus does not trigger section 203 penalties—if the late payment was the result of a 

clerical error or mistake. See Nishiki, 25 Cal. App. 5th at 892; Heritage Residential Care, 192 Cal. 

App. 4th at 84; Cleveland, 200 F. Supp. 3d at 959–60. There are many fact-specific and individualized 

possibilities that could account for when Mr. Alonzo received his paycheck—even assuming it was 

late—that do not rise to the level of a willful violation of California law, e.g., Mr. Watson was not at 

the office on March 29, 2019, the mail-room clerk or front desk receptionist at the Rocklin office failed 

to route the shipment containing Movant’s check appropriately, and so on. 

Regardless of how the ultimate facts emerge as to Movant’s individual circumstances, the facts 

relevant to the resolution of the “willful” dispute under section 203 have absolutely nothing to do with 

the resolution of a “willful” dispute as to any other member of the putative class who may claim to 

have received their final paycheck a few days late. Thus, answering the question of whether any late 

payments were “willful” presents yet another individualized factual inquiry, making this case 

completely unsuitable for class treatment. 

CONCLUSION 

For the foregoing reasons, the Debtors respectfully request that the Movant’s Motion under 

Bankruptcy Rule 7023 be denied and that the Court grant the Debtors such other and further relief as 

is just and proper. 

Dated: November 12, 2019 

WEIL, GOTSHAL & MANGES LLP 

KELLER & BENVENUTTI LLP 

By: /s/ Richard W. Slack 

 Richard W. Slack 

Attorneys for Debtors 

and Debtors in Possession 

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