 Tennessee Class:   (Tennessee Unjust Enrichment Claims)   (Tennessee Breach of Contract Claims)   (Violation of the Fair Labor Standards Act)   10.  Plaintiffs are former non-exempt Key-Holders (Assistant Store Manager and Lead Sales  Associates, respectively) for Dollar General within the three (3) year period preceding the  filing of this action.  As non-exempt Key-Holders they possessed control over keys that  opened the Dollar General store at which they worked and its cash registers during all  relevant periods. Also as non-exempt Key-Holders for Dollar General during such time,  their regular job duties consisted of serving as Managers on Duty which required them to  4  be in charge of the store(s) at which they worked and responsible for the store's  operations during their entire scheduled shifts.     11.  Plaintiffs and other similarly situated Key-Holders ("class members") were subject to  Dollar General's common timekeeping, payroll and operational plans, policies and  practices at all times relevant to this action.   12.  Dollar General maintained a common pattern and practice of allowing, inducing and  incentivizing its store managers to require, force, expect, encourage and/or suffer and  permit Plaintiffs and class members to work "off-the-clock" before, during and after their  scheduled shifts to avoid compensating them for all straight time worked, to avoid  compensating them for all hours worked in excess of forty (40) per week at the applicable  FLSA overtime compensation rate of pay, to enable it to "under-budget" its labor costs  and to "under-staff" its stores (but nonetheless meet the operational needs its store), all  for the purpose and objective of staying within its budgeted labor cost allotted to each of  its stores.   13.  Dollar General has induced and incentivized its store managers to work non-exempt Key- Holders, such as Plaintiffs and class members, "off-the-clock" (as described in paragraph  12 above), for the purpose and objective of staying within its budgeted labor costs  allotted to each of its stores, by providing such store managers special "recognition" if  they stay within their allotted budgeted labor costs, on the one hand and, by adversely  impacting their employment if they fail to stay within their allotted budgeted labor costs,  on the other hand.    5  "Off-The-Clock" Work Time   14.  Plaintiffs and class members worked "off-the-clock" before, during and after their  regularly scheduled hours while employed as non-exempt Key-Holders of Dollar General  without being compensated at the applicable straight time, minimum wage and overtime  compensation rates of pay for such "off-the-clock" work, as required by the FLSA and  under Tennessee law. As a result of such failure, Dollar General violated the provisions  of the Fair Labor Standards Act and state law.   15.   Some of such uncompensated "off-the-clock" work performed by Plaintiffs and class  members, as non-exempt Key-Holders, before, during and after their regularly scheduled  shifts consisted of:   (a)  Being required, forced, induced, expected, encouraged, suffered and/or permitted  to perform integral and indispensable pre-store opening duties before clocking  into Dollar General's centralized timekeeping system and, without being  compensated for such "off-the-clock" before shift work;   (b)  Being required, forced, induced, expected, encouraged, suffered and/or permitted  to perform integral and indispensable closing shift duties after clocking out of  Dollar General's centralized timekeeping system at the end of scheduled shifts,  such as coordinating, processing, finalizing and submitting end-of-day reports and  making bank deposits and, without being compensated for such "off-the-clock"  after shift work;   (c)  Being required, forced, induced, expected, encouraged, suffered and/or permitted  to clock out of Dollar  General's centralized timekeeping system during scheduled  6  shifts to make bank deposits and, without being compensated for such time spent  making "off-the--clock" bank deposits; and,    (d)   Being required, forced, induced, expected, encouraged, suffered and/or permitted  to clock out of Dollar General's centralized timekeeping system during scheduled  shifts for thirty (30) minute meal breaks, when serving as the sole Manager on  Duty and, without being compensated for such "off-the-clock" meal breaks.    16.  At all relevant times, Dollar General has maintained a centralized timekeeping system for  the purpose of recording work time of its non-exempt employees at its retail stores,  nationwide.    17.  Unpaid "off-the-clock" time of Plaintiffs and class members, as described in paragraph 15  above, were not recorded into Dollar General's centralized timekeeping system, during all  times relevant.   18.  Dollar General has maintained a common plan, policy and practice that prohibit its non- exempt Key-Holders from modifying their "off-the-clock" time and properly record such  unpaid time into Dollar General's timekeeping system.   19.  Dollar General also has a common plan and practice of discouraging its store managers  from modifying any "off-the-clock" work time of non exempt Key-Holders (such as  Plaintiffs and class members) into its centralized timekeeping system, consistent with its   practice of allowing, inducing and incentivizing such store managers to work Key- Holders "off the clock," as described in paragraph 15 above.   20.  Dollar General does not provide any practical means or mechanisms by which non- exempt Key-Holders, such as Plaintiffs and class members, can complain or protest about  their "off-the clock" work (such as described in paragraph 15 above) because they have  7  been discouraged and intimidated from doing so by their store managers, as well as by  their regional and district managers.   21.  Plaintiffs and class members were subject to discipline, up and including termination of  employment, if they refused to perform "off-the-clock" work (as described in paragraph  15 above).   22.  Dollar General has been aware that Plaintiffs and class members, when serving as  “closing shift" Managers on Duty, were required to remain on store premises after  clocking out of its centralized timekeeping system, in order to coordinate, process,  finalize and submit "end-of-day" reports to its corporate offices, given its possession of  timekeeping, payroll and time-specific end-of day reports relating to Plaintiffs and class  members' after shift "off-the-clock" work. Yet, Dollar General failed to modify such end- of-day "off-the-clock" work time into its centralized timekeeping system or take any  other action to ensure they were compensated at the applicable straight time, minimum  wage and overtime rates of pay for such "off-the-clock" work, as required by the FLSA  and state law.    23.   Moreover, Plaintiff and class members' store managers, regional and district managers,  failed to modify their other "off-the-clock" time (as described in paragraph 15) or take  any other action to ensure they were properly compensated for other such "off-the-clock"  time at the applicable straight time, minimum wage and overtime rates of pay, as required  by the FLSA and state law, during all times relevant.   24.  In sum, Dollar General’s corporate labor budgets failed to account for proper  compensation at the store level and Dollar General failed to monitor and investigate  8  actual practices complained of herein, in the field, despite written companywide policies  prohibiting “off-the-clock” work.    "Off-The-Clock" Meal Breaks    25.  Dollar General has maintained a common plan, policy and practice of requiring at least  one Key-Holder to be the Manager on Duty and "in charge of its store" for the entirety of  each store shift.   26.   Under Dollar General's common "meal break policy and practice," non-exempt Key- Holders, such as Plaintiffs and class members, were required to clock-out of its  centralized timekeeping system for a thirty (30) minute unpaid "off-the-clock" meal break  after working six (6) hours and, clock out of its centralized timekeeping system for an  additional thirty (30) minute unpaid "off-the-clock" meal break after eight (8) hours of  work, at all times relevant.   27.  Plaintiff and class members, when serving as the sole Manager on Duty for their  respective shifts, have been required to clock out of Dollar General's timekeeping system,  remain on store premises and continue to be in charge of the store and responsible for its  operations, during such thirty (30) unpaid minute meal breaks, as well as to be subjected  to perform and, perform, their regular job duties for the entirety of such meal breaks;  consisting of such job duties and operational responsibilities, inter alia, as:   (a.)  Continuously "watching the store" for possible customer and/or employee needs;  (b.)  Continuously "watching the store" for possible customer and/or employee theft;  (c.)   Continuously "watching the store" for any safety concerns;  (d.)  Continuously "watching the store" to observe employees' performances;  (e.)   Coordinating employees' breaks;  9  (f.)   Observing parking lot activities;  (g.)   Ensuring proper stocking of store merchandise;  (h.)   Coordinating the replacement of "no show" employees;  (i.)    Answering employee questions about store issues and policies;  (j.)    Coordinating with vendors and suppliers;  (k.)   Addressing employee complaints and concerns;  (l.)    Resolving customer complaints and concerns;   (m.)  Addressing maintenance issues that arise;  (n.)  Responding to phone calls and other communications from management members;   (o.)  Correcting and recording cash register mistakes;   (p.)  Replacing, "counting down" and changing cash in registers;  (q.)   Coordinating and processing "cash picks";  (r.)   Coding-in, opening and closing cash registers to process "Void" sales;  (s.)   Communicating with employees and customers about "Void" sales;  (t.)   Coding-in, opening and closing cash registers to process "Returns";  (u.)  Communicating with employees and customers about such "Returns";     (v.)  Monitoring each operational activity within the store premises to ensure compliance  with Dollar General's policies and standards; and,    (w.) Being available, accessible, vigilant, "on call" and "on wait" for the entirety of such  meal breaks relative to the above job duties and responsibilities.    28.   Plaintiffs and class members, when the sole Manager on Duty, essentially performed the  same job duties and were responsible for the same store operations during their unpaid  10  "off-the-clock" meal breaks as during all other parts of their shifts. (On some occasions,  they were the only employee at the store during their unpaid "off-the-clock" meal break).   29.   Dollar General routinely and regularly audited its timekeeping system and payroll records  and, had access to the schedules of non-exempt Key-Holders, such as those of Plaintiffs  and class members, when serving as the sole Manager on Duty. Nonetheless, Dollar  General took no action to modify their timekeeping records to include such "off-the-clock"  meal breaks into its centralized timekeeping system. Nor did Dollar General take any  other action to ensure they would be compensated for such "off-the-clock" meal time at  the applicable straight time, minimum wage and overtime rates of pay, as is required by  the FLSA.    30.    Dollar General's common plan and practice required Plaintiffs and class members to be in  charge of the store at which they worked and responsible for its operations for the entirety  of each shift, including thirty (30) minute meal breaks, when serving as the sole Manager  on Duty of such shift, during all times relevant   31.  Dollar General did not prohibit Plaintiffs and class members from performing their regular  job duties and operational responsibilities during their unpaid "off-the-clock" meal breaks,  at all times relevant.    32.  Dollar General has failed to ensure that unauthorized work had not been performed by  Plaintiffs and class members during their "off-the-clock" meal breaks at all times relevant.   33.  Plaintiffs and class member were subject to disciplinary action, including up to  termination of their employment, if they refused or failed to perform their regular job  duties (of being in charge of the store and responsibly of its operations) during their "off- 11  the-clock" meal breaks, when serving as the sole Manager on Duty at their respective  stores, at all times relevant.   34.  The net effect of Dollar General's common plan, policy and practice of not paying  Plaintiffs and class members for all work performed, including all overtime work  performed, was a scheme to save payroll costs and payroll taxes and, stay within its  budgeted labor cost for each of its stores, all for which it has unjustly enriched itself and  enjoyed ill gained profits at the expense of Plaintiffs and other members of the class.   Dollar General Failed to Keep Accurate Time Records    35.  Dollar General failed to accurately record all hours worked by its Plaintiffs and class  members as required by the FLSA, 29 C.F.R. §516.2(a)(7).   36.   By its failure to record accurately all time worked by Plaintiffs and class members  (during all times relevant), Dollar General willfully failed to compensate them for all  such time at the applicable straight time, minimum wage and overtime rates of pay, as  required to the FLSA and state law.    37.  Dollar General knew, and was aware at all relevant times, that it was not recording all of  Plaintiffs and class members' work hours.   38.  Dollar General's common plans, policies and practices of not compensating Plaintiffs and  class members for all hour worked at the applicable straight time, minimum wage and  overtime rates of pay violated the provisions of the FLSA, 29 U.S.C. § 207(a)(1).   39.  Plaintiffs and class members were subject to and, victims of, Dollar General's centralized  and uniform plans, policies and practices of strictly enforcing restricted hours of  compensable work (budgeted labor).  12   40.  Dollar General knew its centralized and uniform plans, policies and practices (schemes),  as aforementioned, would require its management personnel to work Plaintiffs and class  members "off the clock".   41.  As a result of Dollar General's improper and willful failure to pay Plaintiffs and class  members in compliance with the requirements of the FLSA (as well as in compliance  with its own policies), Plaintiffs and class members have suffered lost wages in terms of  lost straight time, minimum wage and overtime compensation as well as other damages.  42.  Plaintiffs bring this case as a collective action on behalf of themselves and other similarly  situated individuals pursuant to 29 U.S.C. § 216(b) to recover unpaid straight time wages,  unpaid minimum wages, unpaid overtime compensation, liquidated damages, statutory  penalties, attorneys' fees and costs, and other damages owed.   43.  The proposed collective class of similarly situated persons is defined as:  All current and former non-exempt Key-Holders (Assistant Store  Managers and Lead Sales Associates) employed by Dollar  General Corporation who, as sole Managers on Duty, were   required to clock-out of Dollar General's timekeeping system for  thirty (30) minute meal breaks without being fully relieved of all  job duties and, who were otherwise required to work "off-the- clock" before, during and after their scheduled shifts within the  three (3) years preceding the filing of this action at any Dollar  General retail store located in the United States.1   44.   Plaintiffs seek to pursue their unpaid "off-the-clock" wage claims against Dollar General  on behalf of themselves, individually, and on behalf of themselves and all class members  as a class.  1 Plaintiffs reserve the right to amend the Class Description upon the discovery of additional  facts.  13   45.   Plaintiffs and class members are "similarly situated" as the term is defined in 29 U.S.C.  §216(b) because, inter alia, Dollar General employed a centralized timekeeping system  nationwide that resulted in a failure to pay Plaintiffs and class members for all hours  worked, as mandated by the FLSA.   46.   Moreover, this action is properly maintained as a collective action because Plaintiffs are  similarly situated to the members of the collective class with respect to Dollar General's  timekeeping, payroll and operational plans, policies and practices. Plaintiffs and the  collective class were subjected to Dollar General's aforementioned centralized and  uniform plans, policies and practices of encouraging, suffering or permitting, expecting  and/or requiring its management personnel to work Plaintiffs and those similarly situated  "off the clock" before, during and after their scheduled shifts, for reasons hereinbefore  described.   47.  The collective action mechanism is superior to other available methods for a fair and  efficient adjudication of this controversy. Dollar General has acted or refused to act on  grounds generally applicable to class members. The prosecution of separate actions could  create a risk of inconsistent and varying adjudications, establish incompatible standards  of conduct for Dollar General, place a substantial and unnecessary burden on the courts  and/or substantially impair the ability of class members to protect their interests.   48.   Plaintiffs Beaver and Jimenez will fairly and adequately protect the interests of the class  as their interests are in complete alignment with those of class members, i.e. to prove and  then eradicate Dollar General's unlawful practices of failing to pay applicable straight  14  time, minimum wage and overtime compensation to its non-exempt Key-Holders, such as  Plaintiffs and class members for performing "off-the-clock" work, as hereinbefore  described.   49.   Counsel for Plaintiffs will adequately protect the interests of Plaintiffs Beaver and  Jimenez as well as that of all class members.   50.   Dollar General required, forced, induced, expected, encouraged and, suffered and  permitted Plaintiffs and the collective class to work "off-the-clock,"(as hereinbefore  described) within weekly pay periods at all times relevant, including more than forty (40)  hours per week of such "off-the-clock" work, without being paid applicable straight time  wages, minimum wage and overtime compensation for such work, in violation of the  58.   Plaintiffs Beaver and Jimenez bring this action on their own, on behalf of themselves,  individually and, pursuant to Rule 23 of the Federal Rules of Civil Procedure, on behalf  of themselves and the following class of individuals:  All current and former non-exempt Key-Holders (Assistant Store  Managers and Lead Sales Associates) who were employed by  Dollar General during the six (6) years preceding the filing of this  action and, who were not compensated for all hours worked at any  Tennessee Dollar General retail store within such period of time.  ("class period").2    59.  Plaintiffs Beaver and Jimenez are members of the Tennessee class they seek to represent  under Rule 23 of the Federal Rules of Civil Procedure in this action.   60.  The Tennessee Class is sufficiently numerous that joinder of all members is impractical,  thereby satisfying Federal Rule of Civil Procedure 23(a)(1). There are hundreds of class  members during the class period.   61.  All members of the class share the same pivotal questions of law and fact, thereby  satisfying Federal Rule of Civil Procedure 23(a)(2). That is, all members of the  Tennessee Class share the questions of: (1) whether and to what extent did Dollar  General fail to compensate them for all the hours they performed during the class period;  2 Plaintiffs reserve the right to amend the Tennessee Class Description prior to certification if  additional facts are discovered.  17  (2) whether and to what extent such unpaid hours include hours worked over forty (40)  within any weekly pay period of the class period; (3) whether and to what extent such  hours over forty (40) within any weekly pay period of the class period were compensated  at one and one-half times their regular hourly rate of pay; (4) whether Dollar General's  actions relating to the above constituted unjust enrichment; (5) whether Dollar General's  actions relating to the above constituted a breach of contract; and, (6) whether Dollar  General's actions relating to the above constituted a violation of the Tennessee Wage  Regulation Act (T.C.A. 50-2-103(h).    62.  Plaintiffs Beaver and Jimenez's unpaid wage claims are typical of the claims of the  Tennessee Class, thereby satisfying Federal Rule of Civil Procedure 23(a)(3). Dollar  General's failure to pay for all hours worked was not the result of any Plaintiff-specific  circumstances. Instead, Dollar General's failure to compensate class members for all  hours worked arose from its common compensation and payroll policies and practices,  which it applied to Plaintiffs and other Tennessee Key-Holders at its retail stores in the  state during the class period.   63.  Plaintiffs Beaver and Jimenez will fairly and adequately represent and protect the  interests of the Tennessee Class. Further, they have retained competent legal counsel  experienced in representing classes of employees against their employers related to their  claims of unpaid wages under the law, thereby satisfying Federal Rule of Civil Procedure  23(a)(4).   18   64.  By constantly and continuously failing to pay its non-exempt Key-Holders, such as  Plaintiffs and class members, for all hours worked during the class paid, Dollar General  has created a scenario where questions of law and fact common to Tennessee class  members predominate over any questions affecting individual members. Thus, a class  action is superior to other available methods for fair and efficient adjudication of this  matter. Consequently, Plaintiffs Beaver and Jimenez are entitled to pursue their  Tennessee state law claims as a class action, pursuant to Federal Rule of Civil Procedure  23(b)(3).  65.  Plaintiffs incorporate by reference all preceding paragraphs as fully as if written herein.   66.  At all relative times, Plaintiffs and class members have been entitled to the rights,  protections, and benefits provided under 29 U.S.C. §§.201, et seq.    67.  At all relevant times, Dollar General has been an employer engaged in interstate  commerce consistent with 29 U.S.C. §.206(a) and 207(a).    68.  At all relevant times, Dollar General employed Plaintiffs and each of the collective action  class members consistent with the terms of the FLSA.   69.  At all relevant times, Dollar General was an "employer" under the Fair Labor Standards  Act.  19   70.  At all relevant times, Plaintiffs and class members were employees of Dollar General  within the meaning of the FLSA's straight wage, minimum wage and overtime wage  requirements.   71.  Plaintiffs and other class members have been similarly situated individuals within the  meaning of the FLSA, 29 U.S.C. § 216(b) at all relevant times.   72.   As a result of Dollar General's common compensation practices of working Plaintiffs and  class members "off-the-clock", as hereinbefore described, Plaintiff and class members  were not paid straight time, minimum wage and overtime compensation, as required by  the FLSA.   73.  Section 207(a)(1) of the FLSA states that an employee must be paid overtime, equal to at  least 1.5 times the employee's regular rate of pay, for all hours worked in excess of forty  (40) hours per week. Pursuant to 29 C.F.R. § 778.315, compensation for hours worked in  excess of forty (40) hours per week may not be considered paid to an employee unless  that employee is compensated for all such overtime hours worked.   74.  Through its actions, policies and practices, Dollar General violated the FLSA by  regularly and repeatedly failing to compensate Plaintiffs and similarly situated  individuals for all actual hours worked, including all overtime hours worked.   75.  The foregoing actions of Dollar General violated the FLSA.   76.  Dollar General's actions were willful with reckless disregard of clearly applicable FLSA  provisions.    77.  Dollar General's actions were not in good faith.  20   78.  As a direct and proximate cause of Dollar General's unlawful conduct, Plaintiffs and  similarly situated employees have suffered and will continue to suffer a loss of income  and other damages.   79.  Therefore, Dollar General is liable to Plaintiffs and other members of the class for actual  damages, liquidated damages and equitable relief, pursuant to 29 U.S.C. § 216(b), as well  as reasonable attorneys' fees, costs and expenses.  80.  All previous paragraphs are incorporated as though fully set forth herein.   81.  Plaintiffs Beaver and Jimenez bring this claim on behalf of themselves, individually, and  on behalf themselves and members of the Tennessee Class.   82.  Plaintiffs Beaver and Jimenez and, the Tennessee class members, entered into unilateral  employment agreements with Dollar General whereby they agreed to perform work for  Dollar General in exchange for being compensated for all hours worked.    83.  Under the terms of Dollar General's Employee Handbook, applicable to Plaintiffs and  class members, at all times relevant, Dollar General promised and implicitly guaranteed  that all hours worked by them would be paid, stating specifically: "You must be paid for  all hours worked. In, addition, you must be paid for all hours worked within the week the  hours were actually worked."     84.  The agreements were made between parties capable of contracting and contained mutual  obligations and valid consideration.   85.  Plaintiffs Beaver and Jimenez and, members of the Tennessee Class, have performed all  conditions precedent, if any, required of them under these agreements.   21   86.  Dollar General has refused and failed to perform its obligations in accordance with the  terms and conditions of the aforementioned agreements by failing to pay Plaintiffs and  the Tennessee class members for all time worked on behalf of Dollar General.    87.  Dollar General's failure to pay Plaintiffs and members of the class all hours worked  during all relevant periods herein also constitutes a violation of the Tennessee Wage  Regulation Act.  88.   All previous paragraphs are incorporated as though fully set forth herein.   89.   Plaintiffs Beaver and Jimenez bring this claim on behalf of themselves, individually, and  on behalf themselves and all members of the Tennessee Class in the alternative to Count  II.   90.  Under the Tennessee Wage Regulation Act, (Tenn. Code Ann. 50-2-103(h), Dollar  General is/was obligated to pay Plaintiffs and the Tennessee class members for all time  worked.   91.  Plaintiffs and Tennessee members who performed "of-the-clock" work for Dollar General  during the relevant period, as hereinbefore described, but who worked less than forty (40)  hour within weekly pay periods, conferred a benefit upon Dollar General by working on  its behalf without being provided compensation.    92.  Because the FLSA only covers those employees who work more than forty (40) hours per  week (other than for minimum wage violations), Plaintiffs and Tennessee class members  who performed "off-the-clock" work, as hereinbefore described, but who worked less  22  than forty (40) hours within weekly pay periods when employed by Dollar General have  no adequate remedy under the FLSA to be compensated for such work.    93.  Dollar General had an appreciation of knowledge of the benefit conferred upon it by  Plaintiffs and the Tennessee class members.   94.    Nonetheless, Dollar General has accepted and retained the benefit of Plaintiffs and class  members' labor under such circumstances as to make it inequitable for it to retain the  benefit without payment for its value.     95.   Dollar General has been unjustly enriched as a result of its accepting the work of  Plaintiffs and the Tennessee Class without proper compensation for all time worked.  Thus, it would be unjust to allow Dollar General to enjoy the fruits of the labor of  Plaintiffs and Tennessee class members without properly compensating them for such  labor.   Dollar General therefore is liable to Plaintiffs and the Tennessee class members  for the value of such benefit it has received from the fruits of their labor during the  relevant period herein. 