10.  After decades of no progress, in June 2006, female Morgan Stanley FAs  challenged unequal pay and account distributions in the class action sex discrimination lawsuit  Augst-Johnson v. Morgan Stanley & Co., No. 06-cv-1142 (D.D.C.).  In April 2007, Morgan  Stanley agreed to settle the Augst-Johnson case for $46 million.    11.  Around the same time, a group of 14 current and former African American  Morgan Stanley FAs had notified Morgan Stanley of the pattern and practice of discrimination  they had suffered at the Firm.  Morgan Stanley pretended to negotiate in good faith with this  group of committed employees for meaningful policy reforms.  In reality, however, the Firm  secretly negotiated to transform a dormant putative gender discrimination class action into a race,  color and national origin class action settlement, Jaffe v. Morgan Stanley & Co., No. 3:06-cv- 03903-TEH (N.D. Cal.).  The only class representative at the time was excluded from  3 In 2001, the EEOC again sued Morgan Stanley on behalf of a class of female officers and  women eligible for promotion. Morgan Stanley resolved the case in July 2004 by agreeing to a  consent decree that required the Firm to pay $54 million.  EEOC/Schieffelin v. Morgan Stanley &  Co., 01-CIV-8421 (S.D.N.Y.).  4  33.  Plaintiff brings this action pursuant to Rule 23 of the Federal Rules of Civil  Procedure on behalf of a class of African Americans who worked for Morgan Stanley as FA  Trainees or FAs and who were subjected to discrimination by Morgan Stanley due to their race.   All requirements of class certification are met by the proposed class.   34.  The class of African American employees and former employees is so numerous  that joinder of all members is impracticable.  Fed. R. Civ. P. 23(a)(1).   35.  There are questions of law and fact common to the class, and those questions can  and should be resolved in a single proceeding that furthers this litigation.  Fed. R. Civ. P.  23(a)(2).   36.  The claims alleged by Plaintiff are typical of the claims of the class.  Fed. R. Civ.  P. 23(a)(3).   37.  Plaintiff will fairly and adequately represent and protect the interests of the class.  Fed. R. Civ. P. 23(a)(4).   38.  The issues of determining liability and equitable relief, among other issues, are  appropriate for issue certification under Rule 23(c)(4), as are other common issues.     39.  The proposed class also meets the requirements for certification under Rule  23(b)(2) and/or Rule 23(b)(3).  The questions of law and fact common to the members of the  class predominate over any questions affecting only individual members, and a class action is  superior to other available methods for the fair and efficient adjudication of the controversy.  Fed.  R. Civ. P. 23(b)(3).  12  40.  Plaintiff, on behalf of herself and those similarly situated, realleges paragraphs 1  through 39 and incorporates them by reference as though fully stated herein as part of Count I of  this Complaint.   41.  Section 1977 of the Revised Statutes, 42 U.S.C. § 1981, as amended, guarantees  persons of all races the same right to make and enforce contracts, regardless of race.  The term  “make and enforce” contracts includes the making, performance, modification, and termination of  contracts, and the enjoyment of all benefits, privileges, terms, and conditions of the contractual  relationship.    42.  Morgan Stanley maintained a nationwide set of uniform, discriminatory  employment practices and engaged in a pattern or practice of systemic race discrimination against  African Americans that constitutes illegal intentional race discrimination in violation of 42 U.S.C.  § 1981.     43.  Plaintiff and all those similarly situated were subjected to and harmed by Morgan  Stanley’s systemic and individual discrimination.  44.  Plaintiff realleges paragraphs 1 through 39 and incorporates them by reference as  though fully stated herein as part of Count II of this Complaint.   45.  Plaintiff alleges that she suffered retaliation and harm because of her protected  activity, in violation of 42 U.S.C. § 1981.   13  46.  Plaintiff, on behalf of herself and those similarly situated, realleges paragraphs 1  through 39 and incorporates them by reference as though fully stated herein as part of Count III of  this Complaint.   47.  Plaintiff is a class member in the Jaffe v. Morgan Stanley settlement class  approved by this Court, which constitutes a binding contract between Defendant and the Jaffe  class.  As such, Plaintiff is a party to and beneficiary of the Jaffe Settlement.     48.  By failing to abide by the terms of the Programmatic Relief in the Jaffe Settlement,  Defendant breached the terms of the Settlement Agreement.     49.  Plaintiff was harmed by Defendant’s breach of the terms of the Jaffe Settlement.    9.  Morgan Stanley has a long history of discrimination against its brokerage  workforce.  In the 1970s, the Equal Employment Opportunity Commission (“EEOC”) sued  Morgan Stanley’s predecessor, Dean Witter, for engaging in a class-wide pattern and practice of  race and sex discrimination with respect to recruitment, hiring, assignment, training, promotion,  and other terms and conditions of broker employment.  See EEOC v. Dean Witter & Co, Inc.,  Case No. 78-839 (E.D. Pa.).3     BREACH OF CONTRACT   RACE DISCRIMINATION IN VIOLATION OF  42 U.S.C. SECTION 1981   RETALIATION IN VIOLATION OF   42 U.S.C. SECTION 1981  