Case 2:12-md-02311-SFC-RSW ECF No. 2244, PageID.40184 Filed 05/04/23 Page 1 of 12
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`UNITED STATES DISTRICT COURT
`FOR THE EASTERN DISTRICT OF MICHIGAN
`SOUTHERN DIVISION
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`Master File No. 2:12-md-02311
`Honorable Sean F. Cox
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`IN RE AUTOMOTIVE PARTS
`ANTITRUST LITIGATION
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`ALL AUTOMOTIVE PARTS CASES
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`THIS DOCUMENT RELATES TO:
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`ALL END-PAYOR ACTIONS
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`STIPULATION AND ORDER
`REGARDING END-PAYOR PLAINTIFF SETTLEMENTS
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`This Stipulation is made in the above-captioned actions (the “Auto
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`Parts Litigation”), subject to the approval of the Court, by and between the
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`undersigned Settlement Class Counsel (“Settlement Class Counsel”), on
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`behalf of the End Payor Plaintiffs (“EPPs”), on the one hand, and Enterprise
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`Fleet Management, Inc. (“EFM”), on the other hand (collectively, the
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`“Stipulating Parties”), in light of the following:
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`A.
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`The End-Payor Plaintiffs Settlement Classes consist of all
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`persons and entities that purchased or leased a new vehicle in the United States
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`not for resale, where the vehicle included one or more relevant automotive
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`1
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`UNITED STATES DISTRICT COURT
`FOR THE EASTERN DISTRICT OF MICHIGAN
`SOUTHERN DIVISION
`
`
`Master File No. 2:12-md-02311
`Honorable Sean F. Cox
`
`
`
`
`
`IN RE AUTOMOTIVE PARTS
`ANTITRUST LITIGATION
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`ALL AUTOMOTIVE PARTS CASES
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`THIS DOCUMENT RELATES TO:
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`ALL END-PAYOR ACTIONS
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`STIPULATION AND ORDER
`REGARDING END-PAYOR PLAINTIFF SETTLEMENTS
`
`This Stipulation is made in the above-captioned actions (the “Auto
`
`Parts Litigation”), subject to the approval of the Court, by and between the
`
`undersigned Settlement Class Counsel (“Settlement Class Counsel”), on
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`behalf of the End Payor Plaintiffs (“EPPs”), on the one hand, and Enterprise
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`Fleet Management, Inc. (“EFM”), on the other hand (collectively, the
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`“Stipulating Parties”), in light of the following:
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`A.
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`The End-Payor Plaintiffs Settlement Classes consist of all
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`persons and entities that purchased or leased a new vehicle in the United States
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`not for resale, where the vehicle included one or more relevant automotive
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`Case 2:12-md-02311-SFC-RSW ECF No. 2244, PageID.40185 Filed 05/04/23 Page 2 of 12
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`parts, or indirectly purchased one or more relevant automotive parts as a
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`replacement part, which were manufactured or sold by a Defendant, any
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`current or former subsidiary of a Defendant, as defined in the respective EPPs’
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`settlement agreements, or any co-conspirator of a Defendant, during the
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`relevant period.1
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`B.
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`The Plan of Allocation provides that qualifying purchasers or
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`lessees of qualifying new vehicles, or qualifying purchasers of qualifying
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`replacement automotive parts, may be members of the Settlement Classes
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`entitled to share in the net settlement funds established by the EPPs’ class
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`settlements. The Plan further provides that (1) as to individuals, only those
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`Settlement Class Members who purchased or leased a new Vehicle or
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`purchased a replacement Automotive Part in certain enumerated states, or
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`purchased or leased a new Vehicle or purchased a replacement Automotive
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`Part while residing in one of the enumerated states, will be entitled to share in
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`the net settlement funds; and (2) as to businesses, only those Settlement Class
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`Members who purchased or leased a new Vehicle or purchased a replacement
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`1 See, e.g., End-Payor Plaintiffs’ Settlement Agreement with Toyoda Gosei
`Defendants ¶ 12, No. 2:12-cv-00603, ECF No. 197-1 (the specific relevant
`automotive parts and relevant periods are set forth in each settlement
`agreement).
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`2
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`Case 2:12-md-02311-SFC-RSW ECF No. 2244, PageID.40186 Filed 05/04/23 Page 3 of 12
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`Automotive Part in one of the enumerated states, or had their principal place
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`of business at the time of such purchase or lease in one of the enumerated
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`states, will be entitled to share in the net settlement funds.2
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`C.
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`Fleet Management Companies (“FMCs”) are companies that
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`provide fleet management services to businesses that operate fleets of
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`vehicles. In certain, but not all instances, FMCs purchased new vehicles and
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`then leased those vehicles to their customers (“FMC Customers”).
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`D.
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`EFM submitted a claim to share in the monetary recovery from
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`the EPP Class Settlements. EFM represents that it is an FMC and that during
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`the class periods it purchased new vehicles and subsequently leased those
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`vehicles to customers.
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`E.
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`EPPs represent that certain FMC Customers have submitted
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`claims to share in the net settlement funds established by the EPPs’ class
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`settlements (“FMC Customer Claimants”). Some of these FMC Customer
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`Claimants are current or former customers of EFM.
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`2 See Order Granting End-Payor Plaintiffs’ Unopposed Motion for An Order
`Approving the Proposed Further Revised Plan of Allocation and for
`Authorization to Disseminate Supplemental Notice of the Settlement Classes
`(No. 2:12-md-02311, ECF No. 2032); see also, e.g., Proposed Further Revised
`Plan of Allocation and Distribution of the Automotive Parts Settlement Funds,
`No. 2:12-cv-00403, ECF No. 301-2.
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`3
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`Case 2:12-md-02311-SFC-RSW ECF No. 2244, PageID.40187 Filed 05/04/23 Page 4 of 12
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`F.
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`EPPs further represent that, in some instances, EFM, other
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`FMCs, and FMC Customer Claimants have submitted claims based on the
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`same vehicles with the same Vehicle Identification Numbers (“VINs”)
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`(hereinafter “competing VINs”).
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`G. A dispute has arisen as to whether EFM and other FMCs that
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`purchased new vehicles and then leased those vehicles (as lessors) to FMC
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`Customers (as lessees) are members of the EPP Settlement Classes and
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`entitled to recover from the EPPs’ class settlements. It is undisputed that EFM
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`and other FMCs, to the extent they did not purchase new vehicles, are not
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`members of the Settlement Classes.
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`H.
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`The Stipulating Parties propose to resolve the dispute, for
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`purposes of settlement only, pursuant to the terms and conditions described
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`below.
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`I.
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`The Stipulating Parties stipulate and agree, for purposes of
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`settlement only, that two persons or entities cannot both have a claim to share
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`in the net settlement funds based on the purchase or lease of the same vehicle
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`and the Claims Administrator will only recognize one claim for each unique
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`vehicle VIN.
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`Case 2:12-md-02311-SFC-RSW ECF No. 2244, PageID.40188 Filed 05/04/23 Page 5 of 12
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`NOW, THEREFORE,
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`IT
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`IS HEREBY STIPULATED AND
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`AGREED, subject to the approval of the Court, by Settlement Class Counsel
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`and EFM that claims submitted by EFM to recover for eligible vehicles in the
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`EPP Class Settlements shall be processed and administered by the Claims
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`Administrator pursuant to the following terms and conditions:
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`1. Where both EFM and an FMC Customer Claimant have each
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`submitted claims based on the same vehicle with the same VIN (“competing
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`VINs”), the Claims Administrator will resolve the competing VINs in favor
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`of the FMC Customer Claimant to the extent the FMC Customer Claimant has
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`submitted a valid and qualifying claim. For avoidance of doubt, the Claims
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`Administrator will resolve competing valid claims so that no more than one
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`claim relating to a given VIN will be recognized for payment.
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`2.
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`In the event EFM and an FMC Customer Claimant have
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`submitted claims based on the same VIN, and the Claims Administrator
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`determines that the FMC Customer Claimant’s claim is not eligible for
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`payment because the EFM Customer Claimant did not lease the claimed
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`vehicle in one of the enumerated states, nor reside nor have its principal place
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`of business in one of the enumerated states at the time of lease inception,
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`Case 2:12-md-02311-SFC-RSW ECF No. 2244, PageID.40189 Filed 05/04/23 Page 6 of 12
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`neither EFM’s claim nor the FMC Customer Claimant’s claim shall be
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`recognized.
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`3.
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`If no other claimant has submitted a valid and qualifying claim
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`with respect to a VIN for which EFM has submitted a claim for payment
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`(“noncompeting VINs”), the Claims Administrator will recognize the claim
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`submitted by EFM to the extent that such claim is otherwise valid and
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`qualifying according to the terms set forth below.
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`4.
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`EPPs shall instruct the Claims Administrator to provide EFM
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`with a list of the noncompeting VINs within fifteen (15) days of the Court
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`approving this stipulation.
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`5. Within thirty (30) calendar days of receiving the list of
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`noncompeting VINs, EFM will identify the name of its first lessee for each
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`VIN and indicate whether that lessee is (i) a current customer with whom EFM
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`has at least one active lease as of the date of entry of this Stipulation (“EFM
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`Current Customers”), or (2) a former customer with whom EFM does not have
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`any current active lease as of the date of entry of this Stipulation (“EFM
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`Former Customers”).
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`6.
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`For valid claims for which EFM purchased new vehicles and
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`subsequently leased those new vehicles to an EFM Current Customer that
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`Case 2:12-md-02311-SFC-RSW ECF No. 2244, PageID.40190 Filed 05/04/23 Page 7 of 12
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`EFM identified as a current customer pursuant to Paragraph 5, above, EFM
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`shall be required to pass on the recoveries it obtains from the net settlement
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`funds to those EFM Current Customers. If EFM is unable to do so within eight
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`(8) months of receipt of the proceeds by EFM, the funds allocable to that EFM
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`Current Customer shall be returned to the Claims Administrator in full for
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`deposit in the net settlement funds. For avoidance of doubt, one hundred
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`percent (100%) of the funds allocable to EFM Current Customers which were
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`not passed on to such customers within eight (8) months of receipt by EFM
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`must be returned by EFM to the Claims Administrator for deposit in the net
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`settlement funds.
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`7.
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`EFM may deduct an aggregate fee of no more than 20% from the
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`gross settlement proceeds received from the Claims Administrator before
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`remitting the remaining net settlement funds to EFM’s Current Customers.
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`For avoidance of doubt, this 20% fee is inclusive of any obligation that EFM
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`may have under any prior agreements with its counsel, or otherwise, and in
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`no instance shall more than the 20% fee be deducted from the gross settlement
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`proceeds received for claims associated with EFM Current Customers so that
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`such customers shall receive a full 80% of the gross settlement payout for any
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`eligible VIN. EFM shall be required to submit an affidavit in a form
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`Case 2:12-md-02311-SFC-RSW ECF No. 2244, PageID.40191 Filed 05/04/23 Page 8 of 12
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`satisfactory to Settlement Class Counsel establishing that the funds paid to
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`EFM for claims associated with EFM Current Customers were either passed
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`on to the EFM Current Customers in full, minus an aggregate total fee of no
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`more than 20% as described above, or returned to the Claims Administrator.
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`8.
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`For otherwise valid and qualifying claims based upon EFM’s
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`purchase of new vehicles subsequently leased to an EFM Former Customer,
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`as identified by EFM pursuant to Paragraph 5, above, EFM shall be paid by
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`the Claims Administrator 15% of the aggregate pro rata per vehicle recovery
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`amount associated with those VINs. Pursuant to this Stipulation, EFM takes
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`on no new obligations to its Former Customers.
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`9.
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`EFM represents that it has not received, nor is it entitled to
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`receive, any payment of any settlement funds for any vehicles in connection
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`with the Automotive Dealer or Truck Dealer actions in the Auto Parts
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`Litigation, including all of the EFM claimed vehicles that are the subject of
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`this Stipulation. EFM further represents that it did not assign or otherwise
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`grant to any party any of its rights to any of its vehicles in connection with the
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`Automotive Dealer or Truck Dealer actions in the Auto Parts Litigation. EFM
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`further represents that neither it nor its undersigned counsel has any
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`knowledge of any entity receiving payment of settlement funds in the
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`Case 2:12-md-02311-SFC-RSW ECF No. 2244, PageID.40192 Filed 05/04/23 Page 9 of 12
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`Automotive Dealer or Truck Dealer actions for any of the VINs claimed by
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`EFM in this EPP Action.
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`10. As provided in the approved Plans of Allocation, all claims
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`submitted to share in the net settlement funds established by the EPPs’ class
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`settlements shall be subject to satisfactory documentary proof or additional
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`information regarding the purchase or lease of qualifying new vehicles and
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`may not be paid unless and until they are approved by the Court.
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`11. Within twenty-four (24) hours of the Court’s entry of this
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`executed Stipulation and Proposed Order, EFM shall withdraw its Motion to
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`Enforce End Payor Settlements and Strike Contradictory and Improper
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`Stipulation (Dkt. No. 2192) with prejudice.
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`IT IS SO ORDERED.
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`Dated: May 2, 2023
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`Dated: April 13, 2023
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`s/Sean F. Cox
`Sean F. Cox
`U. S. District Judge
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`/s/ William V. Reiss
`William V. Reiss
`ROBINS KAPLAN LLP
`900 Third Ave, Suite 1900
`New York, NY 10022
`Telephone: (212) 980-7400
`Facsimile: (212) 980-7499
`WReiss@RobinsKaplan.com
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`Case 2:12-md-02311-SFC-RSW ECF No. 2244, PageID.40193 Filed 05/04/23 Page 10 of 12
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`Marc M. Seltzer
`Steven G. Sklaver
`SUSMAN GODFREY L.L.P.
`1900 Avenue of the Stars, Suite 1400
`Los Angeles, CA 90067-6029
`Telephone: (310) 789-3100
`Facsimile: (310) 789-3150
`mseltzer@susmangodfrey.com
`ssklaver@susmangodfrey.com
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`Terrell W. Oxford
`Chanler Langham
`SUSMAN GODFREY L.L.P.
`1000 Louisiana Street, Suite 5100
`Houston, TX 77002
`Telephone: (713) 651-9366
`Facsimile: (713) 654-6666
`toxford@susmangodfrey.com
`clangham@susmangodfrey.com
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`Floyd G. Short
`Jenna G. Farleigh
`SUSMAN GODFREY LLP
`1201 Third Avenue, Suite 3800
`Seattle, Washington 98101
`Telephone: (206) 516-3880
`fshort@susmangodfrey.com
`jfarleigh@susmangodfrey.com
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`Adam J. Zapala
`Elizabeth T. Castillo
`Reid W. Gaa
`COTCHETT, PITRE &
`McCARTHY, LLP
`San Francisco Airport Office Center
`840 Malcolm Road, Suite 200
`Burlingame, CA 94010
`Telephone: (650) 697-6000
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`Case 2:12-md-02311-SFC-RSW ECF No. 2244, PageID.40194 Filed 05/04/23 Page 11 of 12
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`Facsimile: (650) 697-0577
`azapala@cpmlegal.com
`ecastillo@cpmlegal.com
`rgaa@cpmlegal.com
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`Settlement Class Counsel for the End-
`Payor Plaintiff Classes
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`E. Powell Miller
`Devon P. Allard
`THE MILLER LAW FIRM, P.C.
`The Miller Law Firm, P.C.
`950 W. University Dr., Ste. 300
`Rochester, Michigan 48307
`epm@millerlawpc.com
`dpa@millerlawpc.com
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`Interim Liaison Counsel for the End-
`Payor Plaintiff Classes
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`/s/ Lawrence J. Lines
`Lawrence J. Lines III
`CROWELL & MORING LLP
`3454 Shakespeare Dr.
`Troy, MI 48084
`Telephone: (949) 798-1389
`Facsimile: (949) 263-8414
`jlines@crowell.com
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`Emma K. Burton
`Ann L. Rives
`CROWELL & MORING LLP
`1001 Pennsylvania Avenue, NW
`Washington, DC 20004
`Telephone: (202) 624-2500
`Facsimile: (202) 628-5116
`eburton@crowell.com
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`Case 2:12-md-02311-SFC-RSW ECF No. 2244, PageID.40195 Filed 05/04/23 Page 12 of 12
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`arives@crowell.com
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`Counsel for Enterprise Fleet
`Management, Inc.
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`12
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