Jamaal Lloyd And Anastasia Jenkins V Argent Trust Company Et Al

Key Facts

Transaction Type

Issues

• The court addressed whether the plaintiffs satisfied Rule 23(a) requirements for class certification. The numerosity requirement was satisfied as evidence showed well over a thousand class members. Commonality and typicality were satisfied as there were questions of law and fact common to the class, such as whether defendants violated fiduciary obligations and whether the ESOP paid a fair price for W BBQ stock. The plaintiffs and Cohen Milstein adequately represented the class, and the defendants did not dispute the qualifications of class counsel.
• The court determined that certification was appropriate under Rule 23(b)(1)(B) because the plaintiffs alleged breaches of defendants' fiduciary duties with respect to the ESOP as a whole. Such ERISA claims are inherently representative, and any recovery inures to the benefit of the plan as a whole. The success or failure of claims by any class members will greatly impact the claims of other members, satisfying the Rule 23(b)(1)(B) requirements.
• The court found the ascertainability requirement was satisfied because the class consists of ESOP members who can be identified through objective criteria. The class includes all participants in the W BBQ Holdings, Inc. Employee Stock Ownership Plan on or after July 29, 2016 who vested in whole or in part under the terms of the ESOP, and their beneficiaries, excluding defendants and their immediate family members, any fiduciary of the ESOP, and any current or former officers or directors of W BBQ.

Holdings

Remedies

Contract Value

Legal Principles

• The court applies Rule 23(b)(1)(B) for class certification, explaining that when individual adjudications would substantially impair other class members' interests, certification is appropriate. The court finds the class satisfies Rule 23(a) requirements of numerosity, commonality, typicality, adequacy of representation, and ascertainability.
• The court certifies a class under Rule 23(b)(1)(B) for ERISA fiduciary duty claims, noting that breach of fiduciary duty claims brought under ERISA § 502(a)(2) are paradigmatic examples appropriate for class certification as they inherently affect the plan as a whole.

Precedent Name

• Wal-Mart Stores, Inc. v. Dukes
• Shahriar v. Smith & Wollensky Restaurant Group, Inc.
• Ortiz v. Fibreboard Corporation
• In re Schering Plough Corporation ERISA Litigation
• In re Petrobras Securities Litigation
• Coan v. Kaufman
• In re U.S. Foodservice Inc. Pricing Litigation
• Cooper v. Ruane Cunniff & Goldfarb Inc.

Cited Statute

• Federal Rules of Civil Procedure Rule 23(b)(1)(B)
• ERISA § 502(a)(2) breach of fiduciary duty provision

Judge Name

Passage Text

• The plaintiffs' July 18, 2025 motion for class certification is granted. The following class is certified: All participants in the W BBQ Holdings, Inc. Employee Stock Ownership Plan on or after July 29, 2016 who vested in whole or in part under the terms of the ESOP, and those participants' beneficiaries.
• Finally, certification is appropriate under Rule 23(b)(1)(B). The plaintiffs allege breaches of the defendants' fiduciary duties with respect to the ESOP as a whole. Such ERISA claims are inherently representative, and 'any recovery inures to the benefit of the plan as a whole.' Cooper v. Ruane Cunniff & Goldfarb Inc., 990 F.3d 173, 184 (2d Cir. 2021) (citation omitted).
• Here, the plaintiffs have satisfied the requirements of Rule 23. To begin with, Rule 23(a)'s numerosity requirement is satisfied because the plaintiffs have submitted evidence that there are well over a thousand members of the proposed class.