Case 2:12-md-02311-SFC-RSW ECF No. 2205-1, PageID.39891 Filed 04/25/22 Page 1 of 6
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`UNITED STATES DISTRICT COURT
`EASTERN DISTRICT OF MICHIGAN
`SOUTHERN DIVISION
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`AUTOMOTIVE
`RE
`IN
`ANTITRUST LITIGATION
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`PARTS
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`Master File No. 12-md-02311
`Honorable Sean F. Cox
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`THIS DOCUMENT RELATES TO:
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`ALL END-PAYOR ACTIONS
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`DECLARATION OF
`CHANLER LANGHAM IN
`OPPOSITION TO
`ENTERPRISE FLEET
`MANAGEMENT, INC.’S
`MOTION TO ENFORCE END
`PAYOR SETTLEMENTS AND
`STRIKE STIPULATION
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`DECLARATION OF CHANLER LANGHAM IN OPPOSITION TO
`ENTERPRISE FLEET MANAGEMENT, INC.’S MOTION TO ENFORCE
`END PAYOR SETTLEMENTS AND STRIKE STIPULATION
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`I, Chanler Langham, hereby declare the following in accordance with the
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`provisions of 28 U.S.C. § 1746:
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`1.
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`I am a partner at the law firm of Susman Godfrey L.L.P., Interim Co-
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`Lead Counsel for the End-Payor Plaintiff Classes. I submit this declaration in
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`support of End-Payor Plaintiffs’ Opposition to Enterprise Fleet Management, Inc.’s
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`(“EFM’s”) Motion to Enforce End Payor Settlements and Strike Stipulation.
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`1
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`UNITED STATES DISTRICT COURT
`EASTERN DISTRICT OF MICHIGAN
`SOUTHERN DIVISION
`
`
`
`
`AUTOMOTIVE
`RE
`IN
`ANTITRUST LITIGATION
`
`
`PARTS
`
`:
`:
`:
`:
`
`
`Master File No. 12-md-02311
`Honorable Sean F. Cox
`
`
`
`
`
`
`
`THIS DOCUMENT RELATES TO:
`
`ALL END-PAYOR ACTIONS
`
`
`DECLARATION OF
`CHANLER LANGHAM IN
`OPPOSITION TO
`ENTERPRISE FLEET
`MANAGEMENT, INC.’S
`MOTION TO ENFORCE END
`PAYOR SETTLEMENTS AND
`STRIKE STIPULATION
`
`:
`:
`:
`:
`:
`:
`:
`:
`:
`:
`:
`
`DECLARATION OF CHANLER LANGHAM IN OPPOSITION TO
`ENTERPRISE FLEET MANAGEMENT, INC.’S MOTION TO ENFORCE
`END PAYOR SETTLEMENTS AND STRIKE STIPULATION
`
`I, Chanler Langham, hereby declare the following in accordance with the
`
`provisions of 28 U.S.C. § 1746:
`
`1.
`
`I am a partner at the law firm of Susman Godfrey L.L.P., Interim Co-
`
`Lead Counsel for the End-Payor Plaintiff Classes. I submit this declaration in
`
`support of End-Payor Plaintiffs’ Opposition to Enterprise Fleet Management, Inc.’s
`
`(“EFM’s”) Motion to Enforce End Payor Settlements and Strike Stipulation.
`
`
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`1
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`Case 2:12-md-02311-SFC-RSW ECF No. 2205-1, PageID.39892 Filed 04/25/22 Page 2 of 6
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`2.
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`The following facts are based on my personal knowledge and
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`knowledge acquired in my role as Co-Lead Class Counsel in this litigation. If called
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`upon as a witness, I could and would testify competently to them.
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`3.
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`I have also reviewed the Declarations of Emma K. Burton and Ryan C.
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`Koenig filed in Support of EFM’s Motion to Enforce End Payor Settlements and
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`Strike Contradictory and Improper Stipulation and take issue with their
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`characterization of certain facts.
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`4.
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`Crowell & Moring LLP (“Crowell”) first raised a question about FMCs
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`in an email dated October 17, 2019. In that email, Crowell asked Settlement Class
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`Counsel to confirm, among a host of other things, that “fleet management companies
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`who purchase (and hold title to) new vehicles are . . . not otherwise excluded from
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`the class by virtue of leasing their vehicles out to customers under long term leases.”
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`I did not receive any actual lease terms, but responded in part as follows on
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`November 9, 2019:
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`As discussed on our call, we will address many of the
`issues related to fleet management companies on a case-
`by-case basis. However, assuming for purposes of this
`response that the fleet management company at issue
`purchased new vehicles and retained title to those new
`vehicles while leasing them to customers under long term
`leases, those fleet management companies would be
`included in the class.
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`Nowhere in that email or otherwise did I ever suggest or state that there
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`5.
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`can be multiple class member claimants for a single vehicle or part. It has always
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`2
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`Case 2:12-md-02311-SFC-RSW ECF No. 2205-1, PageID.39893 Filed 04/25/22 Page 3 of 6
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`been Settlement Class Counsel’s position that there can only be a single end-payor
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`claimant (and a single recovery) per vehicle or part. I also did not “confirm that fleet
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`management companies such as EFM” “were included in the End Payor settlement
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`class” as Ms. Burton from Crowell now represents. I also did not state that in all
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`cases FMCs that leased their vehicles to customers under long term leases would be
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`included in the settlement class. Instead, I emphasized the “case-by-case” nature of
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`the analysis while acknowledging that there may be some cases in which FMCs
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`could recover as end-payors.
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`6.
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`Crowell did not seek further follow-up and did not ask for more
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`information.
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`7.
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`After the claims-filing deadline passed, the Claims Administrator
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`began the process of de-duplicating claims by VIN number. Of the 1,043,056
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`vehicles claimed by EFM, 503,316 of them—48.25%—were also claimed by
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`another entity and most—more than 500,000 of them—were claimed by an entity
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`who is also represented by Crowell. I then alerted Crowell by email about this
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`problem. A true and correct copy of my January 13, 2022 email to Ms. Burton with
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`attachments is attached as Exhibit A.
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`8.
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`I also asked Crowell for EFM’s lease agreements, which Crowell
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`initially declined to provide. Crowell has still not provided any of the specific lease
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`3
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`Case 2:12-md-02311-SFC-RSW ECF No. 2205-1, PageID.39894 Filed 04/25/22 Page 4 of 6
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`agreements between FMC and its individual clients relating to the claims EFM
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`made.
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`9.
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`Crowell’s Emma Burton has stated that EFM relied on the statement in
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`my November 9, 2019 email “in pursuing its claim to the End Payor Settlements.”
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`But this claim of reliance is conclusory since Ms. Burton does not state that EFM
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`refrained from filing claims as a result of my statements. And nobody from EFM
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`can claim detrimental reliance on any statement made by me or other Co-Lead Class
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`Counsel since EFM timely filed and supplemented claims.
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`10. Following the filing of another third-party claims filer, that claims filer
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`and Settlement Class Counsel negotiated a resolution to that motion through a
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`stipulation entered by the Court. That claims-filer represented four of the largest
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`FMCs, representing a much larger total share of the FMC market than EFM. The
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`procedures in that stipulation established that in those instances where both FMCs
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`and their customers filed otherwise valid and timely claims for the same vehicle,
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`FMC customers and not FMCs would be paid. The stipulation also allows for FMC
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`customers to recover through the FMCs in the event no duplicate customer claim
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`was actually filed by the ultimate end-payor. In such cases, the “FMC Claimants
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`shall be required to pass on the recoveries they obtain from the net settlement funds
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`to the FMC Claimants’ customers [minus agreed-on fees].”
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`Case 2:12-md-02311-SFC-RSW ECF No. 2205-1, PageID.39895 Filed 04/25/22 Page 5 of 6
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`11. Following entry of the stipulation, I discussed the issue with Crowell
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`and offered Crowell’s clients the same treatment as defined in the stipulation. I
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`emphasized that payment of claims to multiple levels of the chain of distribution was
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`inconsistent with the text and intent of the class definition.
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`12. My understanding of the FMC business model has evolved since
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`November 2019. My understanding is that FMCs satisfy customer demand for large
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`quantities of new vehicles, often ordering thousands of vehicles at a time through
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`orders placed directly with OEMs. As a result, FMCs are not end-payors. FMCs also
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`often lease vehicles under open TRAC leases, where the lease generally provides
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`that the lessor will sell the vehicle at the end of the lease term and share the profits
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`or losses of the sale with the FMC Customer. This understanding is based in part on
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`a Fleet Financials article titled Open-End vs. Closed-End Leasing published in
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`January 2016. That article also notes that when FMCs lease vehicles under open
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`TRAC leases, they generally provide that the lessor will sell the vehicle at the end
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`of the lease term and share the profits or losses of the sale with the FMC Customer.
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`A true and correct copy of the Fleet Financials article is attached hereto at Exhibit
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`B.
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`13.
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`I further understand that FMC leases mostly take the form of Open-End
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`or Terminal Rental Adjustment Clause (“TRAC”) leases. That understanding comes
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`from an article titled Fleet Leasing & Management in North America published by
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`Case 2:12-md-02311-SFC-RSW ECF No. 2205-1, PageID.39896 Filed 04/25/22 Page 6 of 6
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`Deloitte in 2018. That article states that “North American customers favor open-end
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`lease over closed-end lease contracts (90 percent/10 percent).” A true and accurate
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`copy of that article is attached hereto as Exhibit C.
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`14. Crowell, on behalf of its clients, did not agree to be bound by the terms
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`of the stipulation, which patently does not bind any party other than the signatories.
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`Settlement Class Counsel does not seek to bind any person or entity to the Stipulation
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`other than the signatories.
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`I declare under penalty of perjury, pursuant to 28 U.S.C. § 1746, that the
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`foregoing is true and correct.
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`Executed this 25th day of April 2022, in Houston, Texas.
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`/s/ Chanler Langham
`Chanler Langham
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`6
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