Cement Masons, Plasterers and Shophands Service Corporation v. Quality Coatings, LLC

            UNITED STATES DISTRICT COURT                             
                DISTRICT OF MINNESOTA                                


Cement Masons, Plasterers, and Shophands  Case No. 22-CV-00712 (JMB/DLM)  
Service Corporation,                                                      

          Plaintiff,                                                 

    v.                                                                         ORDER 

Quality Coatings, LLC, Quality Cleaning, Inc.,                            
QC Companies, and Alisa Maciej, Individually,                             

          Defendants.                                                


Amanda  R.  Cefalu,  Pamela  Hodges  Nissen,  Reinhart  Boerner  Van  Deuren  S.C., 
Minneapolis,  MN,  for  Plaintiff  Cement  Masons,  Plasterers,  and  Shophands  Service 
Corporation.                                                              

Colleen Cosgrove McGarry, Katherine Marie Geneser, Fox Rothschild LLP, Minneapolis, 
MN for Defendants Quality Coatings, LLC, Quality Cleaning, Inc., QC Companies, and 
Alisa Maciej, Individually.                                               


Before  the  Court  is  Defendants  Quality  Coatings,  LLC’s  (Coatings),  Quality 
Cleaning,  Inc.’s  (Cleaning),  QC  Companies’  (QC),  and  Alisa  Maciej’s  (together, 
Defendants) motion to bifurcate trial into two phases.  (Doc. No. 112.)  For the reasons 
explained below, the Court denies Defendants’ motion.                     
                     BACKGROUND                                      
The Court set forth a complete recitation of undisputed background facts in its Order 
on the parties’ cross-motions for summary judgment, which it incorporates here.  (See Doc. 
No. 107.)  The Court includes an abbreviated version of those undisputed facts below for 
purposes of resolving Defendants’ motion to bifurcate.                    
Plaintiff Cement Masons, Plasterers, and Shophands Service Corporation (Service 
Corporation) is a non-profit entity that acts as the receiving and collection agency for 

member employee benefit plans, including fringe-benefit plans, for which it serves as a 
fiduciary and collection agent.  (Id. at 2.)  Service Corporation’s members have assigned 
to  Service  Corporation  their  rights  and  powers  to  collect  and  receive  employer 
contributions,  collect  and  enforce  the  remedies  those  members  may  have  to  address 
employer delinquencies, and to initiate legal actions.  (Id.)             
Cleaning is a family-owned business that started as a commercial cleaning company 

in 1990.  (Id. at 3, 14.)  At some point, it began performing floor coating work.  (Id. at 3.)  
Alisa Maciej is married to one of the owners of Cleaning and has been very active in its 
management.  (Id.)  In 2004, Cleaning began operating under the name “QC Companies” 
in an effort to grow its floor coating business.  (Id.)                   
Starting in 2008, QC began performing floor coating work on projects that required 

union work, including a project at Target Field in 2008; a project in Duluth in 2011; and a 
project in Minneapolis in 2013.  (Id. at 3–5.)  QC found workarounds to secure and work 
on these projects without signing a collective bargaining agreement (CBA).  (Id. at 4–5.)  
During this time, it did not wish to sign a CBA because it had been “nonunion . . . for many 
years” in order “to be competitive” when bidding on non-union projects, and because it 

“had too much other work.”  (Id. at 4.)                                   
However, sometime around or after the start of the 2013 Minneapolis project, QC 
began considering and consulted with legal counsel about entering into a CBA to capture 
more union work.  (Id. at 5–6.)  In June 2013, Alisa Maciej and her husband founded 
Coatings, which went on to sign a CBA in June 2014.  (Id. at 6.)  The 2014 CBA, and 
subsequent iterations of it, required Coatings to contribute to employee fringe benefit 

funds.  (Doc. No. 87 ¶ 6; Doc. No. 87-2 at 9–10.)  Service Corporation contends that Alisa 
Maciej personally guaranteed Coatings’ liabilities under the CBAs.  (Doc. No. 87-1 at 2.)  
After entering into a CBA, Coatings set up a “separate office” and asked its employees—
some of whom were shared with QC—to join the union.  (Doc. No. 107 at 7.)  From the 
time it entered into the 2014 CBA until it ceased operations in 2022, Coatings bid on and 
performed union floor coating work.  (Id. at 7–8.)                        

In its four-count Amended Complaint (Doc. No. 20), Service Corporation brings 
claims for: (1) damages related to all unpaid fringe benefit contributions under ERISA, 

, 1145; (2) alter-ego liability against QC and Cleaning for unpaid fringe 
benefit contributions to Service Corporation under Coatings’ CBA; (3) unpaid fringe 
benefits to Service Corporation against Alisa Maciej, individually, under Coatings’ CBA; 

and (4) a right-to-audit claim against all Defendants under ERISA, 

.  On 
December 6, 2023, the Court denied the parties’ cross-motions for summary judgment.  
(See Doc. No. 107.)                                                       
                      DISCUSSION                                     
Defendants now move to bifurcate the trial into, as follows: Phase 1, to determine 

whether QC and Cleaning are liable for unpaid contributions to Service Corporation under 
an alter-ego theory; and, Phase 2, to determine all remaining issues, including the liability 
of Coatings and Alisa Maciej and damages.  (See Doc. Nos. 112, 114.)      
At the outset, the Court notes that bifurcation is to be “the exception not the rule, 
and should not be routinely ordered.”  Fair Isaac Corp. v. Fed. Ins. Co., 

, 735 (D. Minn. 2023) (citations omitted).  In fact, bifurcation has been described as 
“an extreme remedy,” because “piecemeal litigation ‘is not to be the usual course.’”  
Collins v. Depositors Ins. Co., No. 12-CV-3133 (PAM/LIB), 

, at *1 
(D. Minn. Aug. 21, 2014) (citing 9A Charles Alan Wright & Arthur R. Miller, Fed. Prac. 
& Proc. § 2388 (3d ed. 2014)).  Nevertheless, the Court may separate “one or more separate 
issues [or] claims” for trial, but only for purposes of “convenience, to avoid prejudice, or 

to expedite and economize.”  Fed. R. Civ. P. 42(b).  Here, Defendants contend that 
bifurcation will promote the last of these listed purposes: judicial economy.  Defendants 
carry a “heavy burden” to show that bifurcation will actually meet that purpose.  Collins, 

, at *1.  For the reasons discussed below, the Court concludes that 
Defendants have not carried their burden.                                 

I.   Judicial Economy                                                     
Defendants  argue  that  the  interests  of  judicial  economy  would  be  served  by 
bifurcation because, in their view, the entire case rises and falls on the outcome of the alter-
ego issue, which would be the focus of their proposed Phase I.  Defendants assert that, if 
there is no finding of alter-ego liability against Cleaning and QC, “then the Court will not 

even need to conduct an analysis of Plaintiff’s remaining claims (e.g., determining personal 
liability and the right to audit) or engage in a damages analysis.”  (Doc. No. 114 at 9.)  
Defendants further contend that there will be minimal witness or documentary evidence 
overlap between the alter-ego issue and other issues.  (See 

 at 8–10.) 
Perhaps  the  most  straightforward  of  Service  Corporation’s  several  arguments 
opposing bifurcation is that its claims against Coatings and Alisa Maciej “will survive 

regardless of the outcome of the alter ego claim.”  (Doc. No. 121 at 20.)  The Court agrees; 
Service  Corporation  will  still  have  unpaid  fringe-benefit  contribution  claims  against 
Coatings and Alisa Maciej even if it is unable to prove that Cleaning and QC are liable for 
additional unpaid contributions.  As a result, bifurcation would unavoidably result in two 
trials, which engenders no added judicial efficiency.1                    
Further, bifurcation promotes convenience and judicial economy only when “the 

separable claims are ‘substantially different.’”  In re RFC & ResCap Liquidating Tr. Litig., 
Nos. 13-CV-3451 (SRN/HB), 16-CV-3024 (SRN/HB), 

, at *3 (D. Minn. 
June 3, 2019).  It follows that, where issues are not “substantially different” and are instead 
“intertwined,” bifurcation does not promote judicial efficiency.  E.g., 

 (collecting cases, 
and denying request to bifurcate in part because several witnesses would be required to 

testify twice and on same topics).  Service Corporation contends, and the Court agrees, that 
the issues in proposed Phases I and II overlap, such as Coatings’ history of reporting to 
Service Corporation, the records concerning the right-to-audit claim, the nature of the 
contracts entered into by Cleaning, the nature of the  work performed by Cleaning’s 
employees, and Defendants’ payroll and timekeeping practices.  Given this overlap, the 


1 At the hearing on this motion, Defendants insinuated that their proposed Phase II would 
not need to occur regardless of the outcome of Phase I because the parties were engaged in 
settlement discussions that would eliminate the parties’ dispute over damages.  However, 
even if the parties reached an agreement on a damages figure, it would not eliminate the 
need for trial on the issues of Alisa Maciej’s and Coatings’ liability under the CBA. 
proposed trial phases do not involve sufficiently separate issues to justify bifurcation.  ADT 
Sec. Servs., Inc. v. Swenson, No. 07-CV-2983 (JRT/AJB), 

, at *5 (D. 

Minn. Sept. 21, 2011) (denying motion to bifurcate trial because claims overlapped and 
bifurcation would result in presentation of same evidence twice); see also Moore v. 
Navillus Tile, Inc., Nos. 14-CV-8326 (CM), 15-CV-8441 (CM), 

, at 
*4–6 (S.D.N.Y. Jan. 3, 2017) (denying motion to bifurcate alter-ego issue “[g]iven the 
apparent commonality of evidence and logical relationship among Plaintiffs’ claims”). 
For the above reasons, Defendants have not carried their “heavy burden” to show 

that the alter-ego issue is sufficiently separate and distinct from the other issues in the case, 
and, thus, that bifurcation of trial is appropriate.                      
II.  Prejudice                                                            
To prevail on their motion, Defendants must also demonstrate that bifurcation 
would “avoid prejudice.”  Fed. R. Civ. P. 42(b).  A moving party’s “[f]ailure to show 

prejudice  alone  warrants  denial  of a  motion  for  separate trials.”   Collins,  

, at *2; see also Athey v. Farmers Ins. Exch., 

 (8th Cir. 2000) 
(finding no abuse of discretion where district court denied motion to bifurcate because 
requesting party failed to show prejudice).                               
Defendants assert that they will be prejudiced by a single trial because they will be 

“forced to spend unnecessary time and resources through Plaintiff’s requested two-week 
trial” and be “compelled to present their defenses to claims that can only survive if Plaintiff 
proves alter-ego liability.”  (Doc. No. 114 at 11.)  In other words, Defendants’ prejudice 
argument is merely derivative of their assertion that all remaining issues fall away if 
Plaintiff cannot establish alter-ego liability.  As noted above, the Court does not agree.  
Defendants have not shown that “the potential benefits of bifurcation . . . outweigh the 

potential detriment.”  In re RFC, 

, at *2.  As a result, the Court is not 
convinced that bifurcation meets the purposes described in Rule 42(b).    

Based on the foregoing, and on all of the files, records, and proceedings herein, IT 
IS HEREBY ORDERED THAT:                                                   

1.   Defendants’ Motion to Bifurcate (Doc. No. 112) is DENIED.       

Dated: May 9, 2024                      /s/ Jeffrey M. Bryan              
                                   Judge Jeffrey M. Bryan            
                                   United States District Court      

            UNITED STATES DISTRICT COURT                             
                DISTRICT OF MINNESOTA                                


Cement Masons, Plasterers, and Shophands  Case No. 22-CV-00712 (JMB/DLM)  
Service Corporation,                                                      

          Plaintiff,                                                 

    v.                                                                         ORDER 

Quality Coatings, LLC, Quality Cleaning, Inc.,                            
QC Companies, and Alisa Maciej, Individually,                             

          Defendants.                                                


Amanda  R.  Cefalu,  Pamela  Hodges  Nissen,  Reinhart  Boerner  Van  Deuren  S.C., 
Minneapolis,  MN,  for  Plaintiff  Cement  Masons,  Plasterers,  and  Shophands  Service 
Corporation.                                                              

Colleen Cosgrove McGarry, Katherine Marie Geneser, Fox Rothschild LLP, Minneapolis, 
MN for Defendants Quality Coatings, LLC, Quality Cleaning, Inc., QC Companies, and 
Alisa Maciej, Individually.                                               


Before  the  Court  is  Defendants  Quality  Coatings,  LLC’s  (Coatings),  Quality 
Cleaning,  Inc.’s  (Cleaning),  QC  Companies’  (QC),  and  Alisa  Maciej’s  (together, 
Defendants) motion to bifurcate trial into two phases.  (Doc. No. 112.)  For the reasons 
explained below, the Court denies Defendants’ motion.                     
                     BACKGROUND                                      
The Court set forth a complete recitation of undisputed background facts in its Order 
on the parties’ cross-motions for summary judgment, which it incorporates here.  (See Doc. 
No. 107.)  The Court includes an abbreviated version of those undisputed facts below for 
purposes of resolving Defendants’ motion to bifurcate.                    
Plaintiff Cement Masons, Plasterers, and Shophands Service Corporation (Service 
Corporation) is a non-profit entity that acts as the receiving and collection agency for 

member employee benefit plans, including fringe-benefit plans, for which it serves as a 
fiduciary and collection agent.  (Id. at 2.)  Service Corporation’s members have assigned 
to  Service  Corporation  their  rights  and  powers  to  collect  and  receive  employer 
contributions,  collect  and  enforce  the  remedies  those  members  may  have  to  address 
employer delinquencies, and to initiate legal actions.  (Id.)             
Cleaning is a family-owned business that started as a commercial cleaning company 

in 1990.  (Id. at 3, 14.)  At some point, it began performing floor coating work.  (Id. at 3.)  
Alisa Maciej is married to one of the owners of Cleaning and has been very active in its 
management.  (Id.)  In 2004, Cleaning began operating under the name “QC Companies” 
in an effort to grow its floor coating business.  (Id.)                   
Starting in 2008, QC began performing floor coating work on projects that required 

union work, including a project at Target Field in 2008; a project in Duluth in 2011; and a 
project in Minneapolis in 2013.  (Id. at 3–5.)  QC found workarounds to secure and work 
on these projects without signing a collective bargaining agreement (CBA).  (Id. at 4–5.)  
During this time, it did not wish to sign a CBA because it had been “nonunion . . . for many 
years” in order “to be competitive” when bidding on non-union projects, and because it 

“had too much other work.”  (Id. at 4.)                                   
However, sometime around or after the start of the 2013 Minneapolis project, QC 
began considering and consulted with legal counsel about entering into a CBA to capture 
more union work.  (Id. at 5–6.)  In June 2013, Alisa Maciej and her husband founded 
Coatings, which went on to sign a CBA in June 2014.  (Id. at 6.)  The 2014 CBA, and 
subsequent iterations of it, required Coatings to contribute to employee fringe benefit 

funds.  (Doc. No. 87 ¶ 6; Doc. No. 87-2 at 9–10.)  Service Corporation contends that Alisa 
Maciej personally guaranteed Coatings’ liabilities under the CBAs.  (Doc. No. 87-1 at 2.)  
After entering into a CBA, Coatings set up a “separate office” and asked its employees—
some of whom were shared with QC—to join the union.  (Doc. No. 107 at 7.)  From the 
time it entered into the 2014 CBA until it ceased operations in 2022, Coatings bid on and 
performed union floor coating work.  (Id. at 7–8.)                        

In its four-count Amended Complaint (Doc. No. 20), Service Corporation brings 
claims for: (1) damages related to all unpaid fringe benefit contributions under ERISA, 

, 1145; (2) alter-ego liability against QC and Cleaning for unpaid fringe 
benefit contributions to Service Corporation under Coatings’ CBA; (3) unpaid fringe 
benefits to Service Corporation against Alisa Maciej, individually, under Coatings’ CBA; 

and (4) a right-to-audit claim against all Defendants under ERISA, 

.  On 
December 6, 2023, the Court denied the parties’ cross-motions for summary judgment.  
(See Doc. No. 107.)                                                       
                      DISCUSSION                                     
Defendants now move to bifurcate the trial into, as follows: Phase 1, to determine 

whether QC and Cleaning are liable for unpaid contributions to Service Corporation under 
an alter-ego theory; and, Phase 2, to determine all remaining issues, including the liability 
of Coatings and Alisa Maciej and damages.  (See Doc. Nos. 112, 114.)      
At the outset, the Court notes that bifurcation is to be “the exception not the rule, 
and should not be routinely ordered.”  Fair Isaac Corp. v. Fed. Ins. Co., 

, 735 (D. Minn. 2023) (citations omitted).  In fact, bifurcation has been described as 
“an extreme remedy,” because “piecemeal litigation ‘is not to be the usual course.’”  
Collins v. Depositors Ins. Co., No. 12-CV-3133 (PAM/LIB), 

, at *1 
(D. Minn. Aug. 21, 2014) (citing 9A Charles Alan Wright & Arthur R. Miller, Fed. Prac. 
& Proc. § 2388 (3d ed. 2014)).  Nevertheless, the Court may separate “one or more separate 
issues [or] claims” for trial, but only for purposes of “convenience, to avoid prejudice, or 

to expedite and economize.”  Fed. R. Civ. P. 42(b).  Here, Defendants contend that 
bifurcation will promote the last of these listed purposes: judicial economy.  Defendants 
carry a “heavy burden” to show that bifurcation will actually meet that purpose.  Collins, 

, at *1.  For the reasons discussed below, the Court concludes that 
Defendants have not carried their burden.                                 

I.   Judicial Economy                                                     
Defendants  argue  that  the  interests  of  judicial  economy  would  be  served  by 
bifurcation because, in their view, the entire case rises and falls on the outcome of the alter-
ego issue, which would be the focus of their proposed Phase I.  Defendants assert that, if 
there is no finding of alter-ego liability against Cleaning and QC, “then the Court will not 

even need to conduct an analysis of Plaintiff’s remaining claims (e.g., determining personal 
liability and the right to audit) or engage in a damages analysis.”  (Doc. No. 114 at 9.)  
Defendants further contend that there will be minimal witness or documentary evidence 
overlap between the alter-ego issue and other issues.  (See 

 at 8–10.) 
Perhaps  the  most  straightforward  of  Service  Corporation’s  several  arguments 
opposing bifurcation is that its claims against Coatings and Alisa Maciej “will survive 

regardless of the outcome of the alter ego claim.”  (Doc. No. 121 at 20.)  The Court agrees; 
Service  Corporation  will  still  have  unpaid  fringe-benefit  contribution  claims  against 
Coatings and Alisa Maciej even if it is unable to prove that Cleaning and QC are liable for 
additional unpaid contributions.  As a result, bifurcation would unavoidably result in two 
trials, which engenders no added judicial efficiency.1                    
Further, bifurcation promotes convenience and judicial economy only when “the 

separable claims are ‘substantially different.’”  In re RFC & ResCap Liquidating Tr. Litig., 
Nos. 13-CV-3451 (SRN/HB), 16-CV-3024 (SRN/HB), 

, at *3 (D. Minn. 
June 3, 2019).  It follows that, where issues are not “substantially different” and are instead 
“intertwined,” bifurcation does not promote judicial efficiency.  E.g., 

 (collecting cases, 
and denying request to bifurcate in part because several witnesses would be required to 

testify twice and on same topics).  Service Corporation contends, and the Court agrees, that 
the issues in proposed Phases I and II overlap, such as Coatings’ history of reporting to 
Service Corporation, the records concerning the right-to-audit claim, the nature of the 
contracts entered into by Cleaning, the nature of the  work performed by Cleaning’s 
employees, and Defendants’ payroll and timekeeping practices.  Given this overlap, the 


1 At the hearing on this motion, Defendants insinuated that their proposed Phase II would 
not need to occur regardless of the outcome of Phase I because the parties were engaged in 
settlement discussions that would eliminate the parties’ dispute over damages.  However, 
even if the parties reached an agreement on a damages figure, it would not eliminate the 
need for trial on the issues of Alisa Maciej’s and Coatings’ liability under the CBA. 
proposed trial phases do not involve sufficiently separate issues to justify bifurcation.  ADT 
Sec. Servs., Inc. v. Swenson, No. 07-CV-2983 (JRT/AJB), 

, at *5 (D. 

Minn. Sept. 21, 2011) (denying motion to bifurcate trial because claims overlapped and 
bifurcation would result in presentation of same evidence twice); see also Moore v. 
Navillus Tile, Inc., Nos. 14-CV-8326 (CM), 15-CV-8441 (CM), 

, at 
*4–6 (S.D.N.Y. Jan. 3, 2017) (denying motion to bifurcate alter-ego issue “[g]iven the 
apparent commonality of evidence and logical relationship among Plaintiffs’ claims”). 
For the above reasons, Defendants have not carried their “heavy burden” to show 

that the alter-ego issue is sufficiently separate and distinct from the other issues in the case, 
and, thus, that bifurcation of trial is appropriate.                      
II.  Prejudice                                                            
To prevail on their motion, Defendants must also demonstrate that bifurcation 
would “avoid prejudice.”  Fed. R. Civ. P. 42(b).  A moving party’s “[f]ailure to show 

prejudice  alone  warrants  denial  of a  motion  for  separate trials.”   Collins,  

, at *2; see also Athey v. Farmers Ins. Exch., 

 (8th Cir. 2000) 
(finding no abuse of discretion where district court denied motion to bifurcate because 
requesting party failed to show prejudice).                               
Defendants assert that they will be prejudiced by a single trial because they will be 

“forced to spend unnecessary time and resources through Plaintiff’s requested two-week 
trial” and be “compelled to present their defenses to claims that can only survive if Plaintiff 
proves alter-ego liability.”  (Doc. No. 114 at 11.)  In other words, Defendants’ prejudice 
argument is merely derivative of their assertion that all remaining issues fall away if 
Plaintiff cannot establish alter-ego liability.  As noted above, the Court does not agree.  
Defendants have not shown that “the potential benefits of bifurcation . . . outweigh the 

potential detriment.”  In re RFC, 

, at *2.  As a result, the Court is not 
convinced that bifurcation meets the purposes described in Rule 42(b).    

Based on the foregoing, and on all of the files, records, and proceedings herein, IT 
IS HEREBY ORDERED THAT:                                                   

1.   Defendants’ Motion to Bifurcate (Doc. No. 112) is DENIED.       

Dated: May 9, 2024                      /s/ Jeffrey M. Bryan              
                                   Judge Jeffrey M. Bryan            
                                   United States District Court