Ayers v. Hagedorn

IN THE UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF OHIO

EASTERN DIVISION

RACHEL SCOTT, derivatively on behalf of :

SCOTTS MIRACLE-GRO COMPANY, :

: Case No. 2:24-cv-03636

Plaintiffs, :

: Judge Algenon L. Marbley

v. :

: Magistrate Judge Chelsey M. Vascura

JAMES HAGEDORN, et al., :

:

Defendants, :

:

and :

:

SCOTTS MIRACLE-GRO COMPANY, :

:

Nominal Defendant. :

_______________________________________

PATRICK AYERS, derivatively on behalf of :

SCOTTS MIRACLE-GRO COMPANY, :

: Case No. 1:24-cv-00402

Plaintiffs, :

: Judge Algenon L. Marbley

v. :

: Magistrate Judge Chelsey M. Vascura

JAMES HAGEDORN, et al., :

:

Defendants, :

:

and :

:

SCOTTS MIRACLE-GRO COMPANY, :

:

Nominal Defendant. :

OPINION & ORDER

This matter is before this Court on the motion to consolidate and appoint co-lead and co-

liaison counsel (the “Motion”). The Motion was filed in the above captioned cases by Plaintiffs

Rachel Scott and Patrick Ayers (“Plaintiffs”). (2:24-cv-03636, ECF No. 7). Specifically, the

Motion seeks to consolidate the above captioned cases: Scott v. The Scotts Miracle-Gro Company

et al, Case No. 2:24-cv-03636 (S.D. Ohio) (the “Scott Action”), and Ayers v. Hagedorn et al, Case

No. 1:24-cv-00402 (S.D. Ohio) (the “Ayers Action”). For the reasons set forth below, this Court

GRANTS the Motion.

I. BACKGROUND

The actions Plaintiffs seek to consolidate are presently pending before this Court. The Scott

Action Complaint was filed on July 3, 2024, derivatively and on behalf of nominal defendant The

Scotts Miracle-Gro Company (“Scotts”). (2:24-cv-03636, ECF No. 1). It is a shareholder

derivative action seeking to remedy alleged wrongdoings by individual defendants, including

certain executives, from November 3, 2021, through August 1, 2023. (Id. ¶ 1). The Scott action

involves Sections 14(a), 10(b), 20(a), and 21D of the Securities Exchange Act of 1934, breach of

fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of

corporate assets. (Id.; 2:24-cv-03636, ECF No. 7 at 5). The Ayers Action Complaint was filed on

July 30, 2024, as a shareholder derivative action for the benefit of Scotts. (1:24-cv-00402, ECF

No. 1 ¶ 1). Like the Scott Action, the Ayers Action seeks to remedy certain alleged wrongdoings

by certain current and former members of its Board of Directors and executive officers for breaches

of fiduciary duties and unjust enrichment, from November 3, 2021 through the present. (Id.).

Plaintiffs’ Motion is unopposed.

II. STANDARD OF REVIEW

Under Federal Rule of Civil Procedure 42(a), if actions before a court involve a common

question of law or fact, the court has the discretion to: (1) join for hearing or trial any or all matters

at issue in the actions; (2) consolidate the actions; or (3) issue any other orders to avoid unnecessary

cost or delay. The underlying objective of consolidation “is to administer the court’s business with

expedition and economy while providing justice to the parties.” Advey v. Celotex Corp., 962 F.2d

1177, 1180 (6th Cir. 1992) (internal quotation marks and citation omitted). The Court must take

care “that consolidation does not result in unavoidable prejudice or unfair advantage.” Cantrell v.

GAF Corp., 999 F.2d 1007, 1011 (6th Cir. 1993).

III. LAW & ANALYSIS

For purposes of Rule 42 consolidation, questions of law and fact need not be

identical. MacLean v. Evans, Mechwart, Hambleton & Tilton, Inc., No. 2:09-CV-521, 2009 WL

2983072, at *2 (S.D. Ohio Sept. 14, 2009) (“[T]hese cases involve many of the same facts and

legal issues . . . and that is enough to justify consolidation.”) (internal quotation marks and citations

omitted). Rule 42 gives the Court discretion to consolidate as long as there are some common

questions of law or fact. Id.

The Scott Action and Ayers Action involve some of the same parties. Specifically, both

actions are on behalf of Scotts, and the named defendants include James Hagedorn, and Katherine

Hagedorn Littlefield. While the cases involve different time periods, they both are shareholder

derivative actions seeking remedies against certain executives. Overall, this Court finds there is

significant overlap in law and fact between the cases, which strongly supports consolidation.

The Court next turns to the question of whether specific risks of prejudice and possible

confusion are overborne by the savings of litigant and judicial resources achieved by consolidation.

Factors that may cause prejudice and confusion include complex legal theories and factual

proof. See Choi v. Stevenson Co., No. 3:08–CV–0057–S, 2011 WL 1625055 (W.D. Ky. Apr. 28,

2011). Absent prejudice, consolidation is usually the most efficient method of adjudicating cases

arising from common law or fact. MacLean, 2009 WL 2983072, at *1. Efficiency is determined

by the need to analyze issues common to all parties, overlap in discovery, witnesses, and

evidence. Id. at *2. Here, consolidation was unopposed and both cases are already pending before

this Court. This Court finds that consolidation of the Scott Action and Ayers Action will be the

most efficient method of adjudicating these related matters and will not unfairly prejudice any

parties or cause any significant confusion. Therefore, this Court GRANTS the Motion to

Consolidate. (2:24-cv-03636, ECF No. 7).

IV. CONCLUSION

For the reasons set forth above, this Court GRANTS the Motion to Consolidate. (2:24-cv-

03636, ECF No. 7). Accordingly, the Scott Action (2:24-cv-03636), and Ayers Action (1:24-cv-

00402) are CONSOLIDATED (the “Consolidated Action”). This Court hereby orders:

 The Consolidated Action will be captioned: In re The Scotts Miracle-Gro Company

Derivative Litigation, Case No. 2:24-cv-03636-ALM-CMV.

 Co-Lead Counsel for plaintiffs in this Consolidated Action shall be:

o THE BROWN LAW FIRM, P.C. Timothy Brown 767 Third Avenue, Suite 2501

New York, NY 10017 Telephone: (516) 922-5427 Facsimile: (516) 344-6204

Email: tbrown@thebrownlawfirm.net

o THE WEISER LAW FIRM, P.C. James M. Ficaro Four Tower Bridge 200 Barr

Harbor Drive, Suite 400 West Conshohocken, PA 19428 Telephone: (610) 225-

2677 Email: jficaro@weiserlawfirm.com

 Co-Liaison Counsel in this Consolidated Action shall be:

o EMPLOYMENT LAW PARTNERS, LLC Stuart G. Torch David N. Truman

4700 Rockside Road, Suite 530 Independence, OH 44131 Telephone: (216) 382-

2500 Facsimile: (216) 381-0250 Email: stuart@employmentlawpartners.com

david@employmentlawpartners.com

o GILES & HARPER, LLC Brian T. Giles 7247 Beechmont Avenue Cincinnati,

OH 45230 Telephone: (513) 379-2715 Email: bgiles@gilesharper.com

 Co-Lead Counsel shall have the sole authority to speak for plaintiffs in the Consolidated

Action in all matters regarding pre-trial procedure, trial, and settlement negotiations and

shall make all work assignments in such manner as to facilitate the orderly and efficient

prosecution of this litigation and to avoid duplicative or unproductive effort.

 Co-Lead Counsel will be responsible for coordinating all activities and appearances on

behalf of plaintiffs. No motion, request for discovery, or other pre-trial or trial

proceedings will be initiated or filed by any plaintiffs except through Co-Lead Counsel.

 Co-Liaison Counsel shall be available and responsible for communications to and from

this Court, including distributing orders and other directions from the Court to counsel.

Co-Liaison Counsel shall be responsible for creating and maintaining a master service

list of all parties and their respective counsel.

 Counsel for Defendants may rely upon all agreements made with Co-Lead Counsel and

Co-Liaison Counsel, or other duly authorized representatives of Co-Lead Counsel and

Co-Liaison Counsel, and such agreements shall be binding on all plaintiffs in the

Consolidated Action.

 This Order shall apply to each shareholder derivative action arising out of the same, or

substantially the same, transactions or events as these cases, which is subsequently filed

in, removed to, reassigned to, or transferred to this Court. When a shareholder derivative

action that properly belongs as part of In re The Scotts Miracle-Gro Company Derivative

Litigation, Case No. 2:24-cv-03636-ALM-CMV, is hereafter filed in this Court, removed

to this Court, reassigned to this Court, or transferred here from another court, this Court

requests the assistance of Co-Lead Counsel in calling to the attention of the clerk of the

Court the filing, removal, reassignment, or transfer of any case that might properly be

consolidated as part of Jn re The Scotts Miracle-Gro Company Derivative Litigation,

Case No. 2:24-cv-03636-ALM-CMV, and Co-Lead Counsel are to assist in assuring that

counsel in subsequent actions receive notice of this order. Unless otherwise ordered, the

terms of all orders, rulings, and decisions in the Consolidated Action shall apply to all

later shareholder derivative actions filed in this Court that involve substantially similar

alleged conduct and questions of law and fact as the Consolidated Action, and such

shareholder derivative actions shall be consolidated into the Consolidated Action.

e All papers and documents previously filed and/or served in the Scott Action and Ayers

Action shall be deemed a part of the record in the Consolidated Action.

e No party is waiving any rights, claims, or defense of any kind.

IT IS SO ORDERED.

ALGENONA.. MARBLE

UNITED STATES DISTRICT JUDGE

DATED: March 3, 2025