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Mack Trucks, Inc. v. International Union

September 21, 2011

MACK TRUCKS, INC.
v.
INTERNATIONAL UNION, UNITED AUTOMOBILE, AEROSPACE : & AGRICULTURAL IMPLEMENT WORKERS OF AMERICA - UAW, ET AL.:



The opinion of the court was delivered by: Surrick, J.

MEMORANDUM

Presently before the Court are the parties' Joint Motion for Final Approval of Class Action Settlement (ECF No. 74), and the Rachilla Plaintiffs' Unopposed Motion for Interim Award of Costs and Attorneys Fees (ECF No. 61). For the following reasons, the Motions will be granted.

I. BACKGROUND

The factual background of this action is set forth in more detail in the Court's May 12, 2011 Memorandum and Order granting Preliminary Approval of Class Action Settlement and Notice to the Class. Mack Trucks, Inc. v. Int'l Union, United Auto., Aerospace & Agric. Implement Workers of Am.-UAW, No. 07-3737, 2011 WL 1833108 (E.D. Pa. May 12, 2011).*fn1

On September 4, 2009, the Court appointed Class Counsel and certified the following class:

All persons who, as of June 1, 2009 were: (a) Mack/UAW retirees who were covered by a Mack/UAW master agreement and who had retired from Mack with eligibility to participate during retirement in the MACK-UAW insurance program, or (b) the spouses, surviving spouses and dependents of Mack/UAW employees who were covered by a Mack/UAW master agreement and who, as of June 1, 2009 were eligible for post-retirement or surviving spouse health care coverage under the MackUAW insurance program as a consequence of a Mack/UAW employee's retirement from Mack or death prior to retirement, is hereby certified.

Order, Rachilla v. Mack Trucks, Inc., No. 09-622 (E.D. Pa. Sept. 4, 2009), ECF No. 18. On March 18, 2011, the parties filed a Joint Motion for Preliminary Approval of Class Action Settlement and Proposed Notice to the Class and attached a proposed Settlement Agreement as Exhibit A (the "Settlement Agreement") and a proposed Notice to the Class as Exhibit B. (Prelim. Approval Mot., ECF No. 56.) A hearing on this Motion was held on May 9, 2011. (Min. Entry, ECF No. 62.) Under the terms of the proposed Settlement Agreement, Mack and its corporate parent, A.B. Volvo, agreed to contribute $525 million in cash to a Voluntary Employees Beneficiary Association ("VEBA") trust in five annual installments. (Settlement Agreement ¶ 4.2.) On May 12, 2011, we issued the Memorandum and Order granting preliminary approval of the Joint Motion, which the parties subsequently amended by stipulation. See Mack Trucks, 2011 WL 1833108; (Am. Order). The individual Class Members each received notice by United States mail on or before June 1, 2011, with delivery to the home addresses of each eligible Retiree and Surviving Spouse. (Notice to Class, Prelim. Approval Mot. Ex. B; Huxta Decl., Final Approval Mot. Ex. A.) To date, of the 9,368 Class Members, nine Class Members have objected to the proposed Settlement Agreement. (ECF Nos. 67, 68, 70, 73.)*fn2 Plaintiffs' counsel has represented to this Court that, to their knowledge, only one Class Member has not received notice due to an inability to ascertain his or her home address. (Hr'g Tr. 10, Sept. 7, 2011.) On September 7, 2011, a fairness hearing was held pursuant to Federal Rule of Civil Procedure 23(e). At the hearing, we heard the arguments of counsel concerning the fairness, reasonableness and adequacy of the proposed settlement. (Min. Entry, ECF No. 77.) On September 8, 2011, pursuant to the Court's request, counsel submitted a supplemental schedule of attorneys' fees for UAW's outside counsel, Cleary & Josem LLP, for services provided from inception of this action to June 3, 2011. (Josem Decl., ECF No. 78.) On September 9, 2011, pursuant to the Court's request, the parties submitted a Supplemental Memorandum in support of their Joint Motion for Final Approval of the Settlement Agreement and attached a final form Trust Agreement designating the four initial independent members of the VEBA Committee and their initial terms and compensation. (Supp. Mem., ECF No. 79; Trust Agreement, Supp. Mem. Ex. A.) The Supplemental Memorandum describes in further detail the services rendered by the experts in this action and their role in settling this dispute. (Supp. Mem. 2-3.)

In conjunction with the proposed Settlement Agreement, the Rachilla Plaintiffs have moved for an interim award of attorneys' fees and costs in the amount of $365,364.05, pursuant to Federal Rule of Civil Procedure 23(h) and Section 502(g)(1) of the Employee Retirement Income Security Act ("ERISA"), 29 U.S.C. § 1132(g)(1). (Att'ys Fees Mem. 12, ECF No. 61.) These Plaintiffs have requested fees and costs incurred by class counsel through March 2011, based on a lodestar method of calculation, and have submitted supporting declarations, attorney fee and cost schedules and other corroborative evidence in connection therewith. (Id.) They have not sought any upward adjustments to or multipliers of the lodestar amount.*fn3 The Rachilla Plaintiffs' Motion for Interim Award of Attorneys Fees and Costs is unopposed. Under Section 4.8(a) of the parties' proposed Settlement Agreement, Mack has agreed to pay Plaintiffs' attorneys' fees and costs, subject to the Court's approval. (Settlement Agreement ¶ 4.8(a); Att'ys Fees Mot.) In addition to the class counsel fees and costs sought by the Rachilla Plaintiffs, the parties seek approval for payment of outside counsel fees in the amount of $66,325.00 and expert witness fees in the amount of $652,811.00. (Proposed Order 4-5, ECF No. 76.)

II. LEGAL STANDARD

Under Federal Rule of Civil Procedure 23(e), the "claims, issues, or defenses of a certified class may be settled, voluntarily dismissed, or compromised only with the court's approval." Final approval of a class-action settlement requires the court to determine whether the settlement is "fundamentally fair, reasonable, and adequate." Ehrheart v. Verizon Wireless, 609 F.3d 590, 592 (3d Cir. 2010); In re Ins. Brokerage Antitrust Litig., 579 F.3d 241, 258 (3d Cir. 2009). In determining fairness of a proposed settlement, the district court "acts as a fiduciary who must serve as a guardian of the rights of absent class members." In re Gen. Motors Corp. Pick-Up Truck Fuel Tank Prods. Liab. Litig., 55 F.3d 768, 785 (3d Cir. 1995) (quoting Grunin v. Int'l House of Pancakes, 513 F.2d 114, 123 (8th Cir. 1975)); see also In re Warfarin Sodium Antitrust Litig., 391 F.3d 516, 534 (3d Cir. 2004) (noting that purpose of Rule 23(e) is to protect unnamed class members). Nevertheless, "there is an overriding public interest in settling class action litigation, and it should therefore be encouraged." In re Warfarin, 391 F.3d at 535. A settlement is generally presumed to be fair where it has been approved preliminarily, and negotiations have occurred at arm's length, there has been sufficient discovery, the proponents of settlement are experienced in similar litigation and only a small fraction of the class has objected. In re Gen. Motors Corp., 55 F.3d at 785.

Although final approval of a proposed class-action settlement is left to the district court's sound discretion, the Third Circuit has enumerated nine factors district courts should consider in determining fairness of a settlement:

(1) the complexity, expense and likely duration of the litigation . . .; (2) the reaction of the class to the settlement . . .; (3) the stage of the proceedings and the amount of discovery completed . . .; (4) the risks of establishing liability . . .; (5) the risks of establishing damages . . .; (6) the risks of maintaining the class action through the trial . . .; (7) the ability of the defendants to withstand a greater judgment; (8) the range of reasonableness of the settlement fund in light of the best possible recovery . . .; (9) the range of reasonableness of the settlement fund to a possible recovery in light of all the attendant risks of litigation.

Girsh v. Jepson, 521 F.2d 153 (3d Cir. 1975).*fn4 No single factor is dispositive, and the district court "cannot substitute the parties' assurances or conclusory statements for its independent analysis of the settlement terms." In re Pet Food Prods., 629 F.3d at 350-51; Hall v. Best Buy Co., 274 F.R.D. 154, 169 (E.D. Pa. 2011).

In a class action, "the court may award reasonable attorney's fees and nontaxable costs that are authorized by law or by the parties' agreement . . . ." Fed. R. Civ. P. 23(h). Under Section 502(g)(1) of ERISA, "the court in its discretion may allow a reasonable attorney's fee and costs of action to either party." 29 U.S.C. ยง 1132(g)(1). ...


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