20.  On March 19, 2020, Governor Wolf issued the COVID-19 Closure Order, which  mandated the shutdown of all business not deemed “life sustaining.”   21.  The World Health Organization (“WHO”) and the Center for Disease Control and  Prevention (“CDC”) identified the novel coronavirus (“COVID-19”) as a “public health  emergency of international concern.”   22.  Likewise, the U.S. Department of Health and Human Services (“HHS”) declared  that COVID-19 has created a public health emergency.   23.  On March 6, 2020, Governor Wolf proclaimed the existence of a disaster  emergency throughout the Commonwealth of Pennsylvania under 35 Pa. C.S. § 7301(c).   24.  As the perambulatory language of the COVID-19 Closure Orders indicate,  Governor Wolf relies upon a number of different sources to justify the executive action he  undertook to address the threat of the COVID-19 pandemic.  See e.g., Exhibit A (citing 35 Pa.  C.S. § 7301(b).   25.  Specifically, Governor Wolf asserted his authority “to control ingress and egress  to and from a disaster area and the movement of persons within it and the occupancy of premises  therein[.]”  See Exhibit A (citing 35 Pa. C.S. § 7301(f)).   27.  The COVID-19 Closure Orders allow only businesses categorized as “life  sustaining” to remain in operation at their physical locations.  See Exhibit A (“No person or  entity shall operate a place of business in the Commonwealth that is not a life sustaining business  regardless of whether the business is open to members of the public.”).   28.  The COVID-19 Closure Orders authorize “life sustaining” businesses to remain  operational at their physical locations, so long as those businesses implemented safety  precautions delineated by the CDC.   29.  The Order of March 19, 2020 included as an attachment a list of businesses  deemed to be “life sustaining.”  The Governor subsequently issued a revise list when he issued  his second Order on March 20, 2020.  Wolf then issued a third revised list on the afternoon of  March 24, 2020.  See Exhibit A.   30.  Governor Wolf originally sought to enforce these mandated shutdowns by March  21, 2020, at 12:01 a.m.; however, he decided to delay enforcement until March 23, 2020, at 8  a.m.   31.  Any business operating out of compliance with the COVID-19 Closure Orders is  subject to the possibility of severe fines and penalties, including the denial of government  assistance and disaster relief.   32.  Notably absent from the COVID-19 Closure Orders, or any other executive orders  issued by Governor Wolf, is any provision addressing the inherent financial burden inflicted by  the Orders on individuals and businesses throughout Pennsylvania – a direct result of the  mandated shutdowns.   34.  As of the filing of this Complaint, these Orders remain in effect with no end date  announced.  Schulmerich Bells, LLC   35.  Plaintiff Schulmerich is the oldest manufacturer of orchestral quality musical  handbells and handchimes in the United States.     36.  Schulmerich is based at its Hatfield Facility in Bucks County, Pennsylvania.    37.  In the COVID-19 Closure Orders, Schulmerich’s business was not categorized as  an “essential” or “life-sustaining” business that would be permitted to stay open when Governor  Wolf ordered several categories of businesses to close for the stated public purpose of controlling  COVID-19 to protect public health.     38.  Schulmerich’s busiest time of year is the spring and summer when various  handbell performing groups send their instruments to Schulmerich for repair and refurbishment  at its Hatfield facility.    39.  Timing is crucial for these repairs.     40.  School based performing groups must contract in early spring, generally February  and March, for one of a limited number of available refurbishment slots on Schulmerich’s  calendar that will ensure that a particular school’s instruments can be sent to Schulmerich in the  narrow window between the end of the school’s performing season in the early spring and the  commencement of the school’s next performing season at the start of the following school year.     42.  A group that misses these narrow booking windows may not be able to refurbish  their instruments and will generally wait a year until the following summer to refurbish.    43.  The refurbishment business is a substantial portion of Schulmerich’s overall  business each year.     44.  The COVID-19 Closure Orders closed Schulmerich in the midst of its spring  refurbishment season.     45.  Schulmerich already had in its factory a number of time sensitive refurbishment  orders sent to Schulmerich by schools and churches across the world under tight scheduling  constraints designed to return the instruments to groups with publicly announced performance  and concert schedules.    46.  To enable it to perform this refurbishment work, Schulmerich had ordered and  received hundreds of thousands of dollars in parts from its suppliers.  Some parts have  acquisition lead times as long as sixteen (16) weeks.     47.  With the COVID-19 Closure Orders, Schulmerich was unable to book additional  refurbishments or undertake the refurbishments that were already in its factory when the factory  was ordered closed by Governor Wolf.     48.  Under threat of fines, unspecified criminal penalties and denial of access to  disaster relief funding and services, Schulmerich and other Business Class Members are  substantially denied the use of their Tangible Property and their Physical Locations for the full  duration of the COVID-19 Closure Orders.     50.  As a result, the working capital of Schulmerich and other Business Class  Members was severely constrained and they were forced to immediately reduce their expenses in  order to survive until the COVID-19 Closure Orders are lifted.     51.  The same day as the first COVID-19 Closure Order, Schulmerich was forced to  lay off nine (9) workers, irreparably damaging its sterling reputation with its workforce.  Many  Business Class Members were forced to undertake similar layoffs.   52.  With his forced closures, Governor Wolf caused considerable damage to  Schulmerich’s business and the business of all Business Class Members, to their reputations, and  to their relationships with their customers, vendors and employees.     53.  Specifically, the closures occurred when Schulmerich was preparing to book and  receive its summer refurbishments and when it was undertaking its early spring refurbishments.   This only added to the damage caused to its business reputation and relationships.   54.  Neither Governor Wolf, Dr. Levine, nor the Commonwealth of Pennsylvania  offered compensation to Schulmerich in exchange for the total regulatory seizure of  Schulmerich’s property.   55.  The COVID-19 Closure Orders prevent Schulmerich and other Business Class  Members from using their Physical Location or their Tangible Property in any economically  beneficial manner.  The Orders require that Schulmerich, other Business Class Members and  their Tangible Property sit idle in Physical Locations they are prohibited from accessing.   57.  Frank Carbalo, a male, has worked at Schulmerich for approximately 6 years.     58.  Wendy Helverson, a female, has worked at Schulmerich and its predecessor  entities for approximately 15 years.    59.  Frank and Wendy are hardworking and committed employees, who routinely  receive praise for their work at Schulmerich.  Both are highly skilled artisans with deeply  specialized skills in the manufacture of tuned musical handbells.     60.  Wendy’s and Frank’s skills are not easily transferrable to other professions,  particularly since there is only one other manufacturer of musically tuned handbells in the entire  world and it, too, is located in Bucks County, Pennsylvania.  That other Pennsylvania handbell  manufacturer, a member of the Business Class, was also forced to close as a result of COVID-19  Closure Orders.    61.  Frank is a navy veteran who came to this country as a child after being chased  from Cuba by Castro and his communists.   62.  Wendy is a widow and is the primary breadwinner in a three-generation  household, where she cares for her daughter and grandchild.   63.  Before the COVID-19 Closure Orders, Frank had been contemplating his eventual  retirement and Wendy had been satisfied in the knowledge that she earned a living capable of  providing for her family.   65.  The COVID-19 Closure Orders purported to shutdown all non-“life-sustaining”  businesses to preserve public health, safety and welfare; however, the Orders paid no attention to  the substantial and adverse impact such closures would have on the livelihoods of workers like  Frank, Wendy and other Employee Class Members.   66.  The COVID-19 Closure Orders forced Schulmerich to layoff both Wendy and  Frank; countless other Pennsylvania workers, who were similarly situated – the other Employee  Class Members – suffered the same consequences as the Governor’s Orders closed other  businesses.   67.  With no revenue coming in and no orders shipping, small employers like  Schulmerich and other Business Class Members cannot afford to continue paying workers when  their businesses are forced to close their doors at Governor Wolf’s direction.   68.  Because of Governor Wolf’s Orders, Wendy, Frank and other Employee Class  Members no longer have a regular paycheck or healthcare benefits (unless they choose, at their  own expense, to pay the costs of health insurance individually).   69.  All Employee Class Members, like Frank and Wendy, recognize the exigent  nature of the extant public health emergency; nevertheless, they question why employees and  small business are asked to bear the cost for the measures that Governor Wolf and Dr. Levine  have determined are necessary to support public health.   71.  The COVID-19 Closure Orders specify that they “will remain in effect until  further notice[,]” which is terrifying for workers like Frank, Wendy and other Employee Class  Members.  They fear contracting the novel coronavirus, but they equally fear the ominous and  looming possibility that – soon – they will be unable to pay their bills or buy food for their  families without paychecks.   72.  The longer the COVID-19 Closure Orders remain in effect, and the longer  Pennsylvanians live without a clear end date for the closure of their businesses, the greater the  fear of economic ruin becomes for employees like Wendy, Frank and other Employee Class  Members.   73.  Frank, Wendy and other Employee Class Members cannot simply find new  employment or an alternative source of income.  This is particularly true of Frank and Wendy,  who have highly specialized skill sets.  Moreover, the COVID-19 Closure Orders direct  Employee Class Members to stay home until the Orders are lifted, making a job search a near  impossibility.   75.  Schulmerich brings this action on behalf of the all Business Class Members  pursuant to provisions of Federal Rules of Civil Procedure 23 (a), (b)(1), (b)(2) and/or (b)(3).   Fed. R. Civ. P. 23(a), (b)(1)-(3).   76.  Schulmerich and Business Class Members are, as noted above, affected  businesses ordered to shutdown by the COVID-19 Closure Orders.   77.  The class consists of all businesses who satisfy each of the following criteria:  (a)  At the time when the COVID-19 Closure Orders became effective,  they were (i) categorized as “non-life sustaining” and, thus, (b)  instructed to shutdown by the COVID-19 Closure Orders;  (b)  They applied for an exemption waiver from the Pennsylvania  Department of Community Development, as directed, and either  received no response or received a denial; and  (c)  They cannot perform all of their normal business operations through  alternative means, such as telecommuting.   79.  This class is so numerous that joinder of all members is impractical.  The class is  composed tens of thousands of businesses across the Commonwealth of Pennsylvania.   80.  As the named Plaintiff, Schulmerich’s claims are typical of the claims of the  Business Class.  All of the claims are based on the same factual and legal theories.   81.  Schulmerich will fairly and adequately protect the interests of the class.   It is  committed to litigating this matter vigorously. Schulmerich has retained counsel experienced at  handling constitutional claims against government actors, often involving questions of  substantive and procedural due process and violations of the Takings Clause.   Neither  Schulmerich, nor counsel for Schulmerich, has any interest that might cause either not to pursue  this action vigorously.   82.  Class certification under Fed. R. Civ. P. 23(b)(1) is appropriate in this action  because prosecuting separate actions by or against individual class members would create a risk  of either:  (a)  Inconsistently or varying adjudications with respect to individual class  members that would establish incompatible standards of conduct for  the party opposing class; or  (b)  Adjudications with respect to individual class members that, as a  practical matter, would be dispositive of the interests of the other  members not parties to the individual adjudications or would  substantially impair or impede their ability to protect their interests.   85.  Indeed, the only individual question appears to be the amount of monetary  damage suffered as a result of the COVID-19 Closure Orders – and thus, just compensation  owed – which is attributable to each Business Class Member.   87.  Frank and Wendy bring this action on behalf of the all Employee Class Members  pursuant to provisions of Federal Rules of Civil Procedure 23 (a), (b)(1), (b)(2) and/or (b)(3).   Fed. R. Civ. P. 23(a), (b)(1)-(3).   88.  Frank, Wendy and Employee Class Members are, as noted above, individual  workers displaced from their gainful employment as a result of the Governor’s COVID-19  Closure Orders.   89.  The class consists of all displaced workers who satisfy each of the following  criteria:  (a)  At the time when the COVID-19 Closure Orders became effective,  they were employees of businesses (i) categorized as “non-life  sustaining” and, thus, (b) instructed to shutdown by the COVID-19  Closure Orders; and  (b)  As a result of the mandated shutdown, they were subject to a layoff,  furloughed, or suffered a reduction in work hours or overall  compensation.   91.  This class is so numerous that joinder of all members is impractical.  The class is  composed tens of thousands – and possibly millions – of individual workers across the  Commonwealth of Pennsylvania.   92.  As the named Plaintiffs, Frank and Wendy’s claims are typical of the claims of  the Employee Class.  All of the claims are based on the same factual and legal theories.   93.  Frank and Wendy will fairly and adequately protect the interests of the class.    They are committed to litigating this matter vigorously. Frank and Wendy have retained counsel  experienced at handling constitutional claims against government actors, often involving  questions of substantive and procedural due process and violations of the Takings Clause.    Neither Frank, Wendy, nor their counsel, has any interest that might cause them not to pursue  this action vigorously.   95.  Class certification under Fed. R. Civ. P. 23(b)(2) is appropriate in this action  because Governor Wolf and Dr. Levine have acted on grounds that apply generally to the  Employee Class – that is, inter alia, issuance of the COVID-19 Closure Orders – so that final  injunctive relief or corresponding declaratory relief is appropriate respecting the class as a whole.   96.  Class certification under Fed. R. Civ. P. 23(b)(3) is appropriate in this action  because there are numerous questions of law and fact which are common to the Employee Class  and which predominate over any questions affecting individual members of the Class, including,  without limitation, the following:  (a)  Whether the COVID-19 Closure Orders violated the substantive due  process rights of affected individual workers by arbitrarily,  capriciously and irrationally interfering with, inter alia, the right to  pursue any “lawful calling, business, or profession [Employee Class  Members] may choose” in such a manner that would shock the  conscience.  Lowe v. S.E.C., 472 U.S. 181, 228 (1985) (citing Dent v.  West Virginia, 129 U.S. 114, 121-122 (1889)).   COVID-19 Pandemic and   Governor Wolf’s Executive Order on March 19, 2020   Carbalo, Helverson and Similarly Situated Employee Class Members   v.   Defendants  Schulmerich, and Similarly Situated Business Class Members  v.   Defendants  Schulmerich, and Similarly Situated Business Class Members   v.   Defendants  Schulmerich, and Similarly Situated Business Class Members  v.   Defendants  Schulmerich Bells, LLC and Business Class Members  