Case 2:12-md-02311-SFC-RSW ECF No. 2256-2, PageID.40313 Filed 12/27/24 Page 1 of 9
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`IN RE: AUTOMOTIVE PARTS
`ANTITRUST LITIGATION
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`In Re: Wire Harness Systems
`In Re: Instrument Panel Clusters
`In Re: Fuel Senders
`In Re: Heater Control Panels
`In Re: Automotive Bearings
`In Re: Occupant Safety Systems
`In Re: Alternators
`In Re: Anti-Vibrational Rubber Parts
`In Re: Windshield Wiper Systems
`In Re: Radiators
`In Re: Starters
`In Re: Automotive Lamps
`In Re: Switches
`In Re: Ignition Coils
`In Re: Motor Generator
`In Re: Steering Angle Sensors
`In Re: HID Ballasts
`In Re: Inverters
`In Re: Electric Powered Steering
`Assemblies
`In Re: Air Flow Meters
`In Re: Fan Motors
`In Re: Fuel Injection Systems
`In Re: Power Window Motors
`In Re: Automatic Transmission Fluid
`Warmers
`In Re: Valve Timing Control Devices
`In Re: Electronic Throttle Bodies
`In Re: Air Conditioning Systems
`In Re: Windshield Washer Systems
`In Re: Automotive Constant Velocity
`Joint Boot Products
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`UNITED STATES DISTRICT COURT
`FOR THE EASTERN DISTRICT OF MICHIGAN
`SOUTHERN DIVISION
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`No. 12-md-02311
`Hon. Sean F. Cox
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`Case No. 2:12-cv-00103
`Case No. 2:12-cv-00203
`Case No. 2:12-cv-00303
`Case No. 2:12-cv-00403
`Case No. 2:12-cv-00503
`Case No. 2:12-cv-00603
`Case No. 2:13-cv-00703
`Case No. 2:13-cv-00803
`Case No. 2:13-cv-00903
`Case No. 2:13-cv-01003
`Case No. 2:13-cv-01103
`Case No. 2:13-cv-01203
`Case No. 2:13-cv-01303
`Case No. 2:13-cv-01403
`Case No. 2:13-cv-01503
`Case No. 2:13-cv-01603
`Case No. 2:13-cv-01703
`Case No. 2:13-cv-01803
`Case No. 2:13-cv-01903
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`Case No. 2:13-cv-02003
`Case No. 2:13-cv-02103
`Case No. 2:13-cv-02203
`Case No. 2:13-cv-02303
`Case No. 2:13-cv-02403
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`Case No. 2:13-cv-02503
`Case No. 2:13-cv-02603
`Case No. 2:13-cv-02703
`Case No. 2:13-cv-02803
`Case No. 2:14-cv-02903
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`Case 2:12-md-02311-SFC-RSW ECF No. 2256-2, PageID.40314 Filed 12/27/24 Page 2 of 9
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`In Re: Spark Plugs
`In Re: Automotive Hoses
`In Re: Shock Absorbers
`In Re: Body Sealing Products
`In Re: Interior Trim Products
`In Re: Automotive Brake Hoses
`In Re: Exhaust Systems
`In Re: Ceramic Substrates
`In Re: Power Window Switches
`In Re: Automotive Steel Tubes
`In Re: Access Mechanisms
`In Re: Side Door Latches
`In Re: Electronic Braking Systems
`In Re: Hydraulic Braking Systems
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`THIS DOCUMENT RELATES TO:
`End-Payor Actions
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`Case No. 2:15-cv-03003
`Case No. 2:15-cv-03203
`Case No. 2:15-cv-03303
`Case No. 2:16-cv-03403
`Case No. 2:16-cv-03503
`Case No. 2:16-cv-03603
`Case No. 2:16-cv-03703
`Case No. 2:16-cv-03803
`Case No. 2:16-cv-03903
`Case No. 2:16-cv-04003
`Case No. 2:16-cv-04103
`Case No. 2:16-cv-04303
`Case No. 2:21-cv-04403
`Case No. 2:21-cv-04503
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`[PROPOSED] ORDER APPROVING END-PAYOR PLAINTIFFS’
`MOTION FOR PRO RATA DISTRIBUTIONS TO AUTHORIZED
`CLAIMANTS
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`WHEREAS, the Court previously granted final approval of all settlements
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`(“Rounds 1-5 Settlements”)1 in connection with the above-captioned litigation2;
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`1 Unless otherwise defined herein, all capitalized terms shall have the meaning set
`forth in in EPPs’ Motion for Distribution of $100 Minimum Payment to Authorized
`Claimants and the Settlement Agreements that are the subject of the Rounds 1
`through 5 Settlements. See, e.g., No 2:12-cv-00103 (Aug. 29, 2024), ECF No. 656-
`1.
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`2 See, e.g., Amended Opinion and Order Granting Final Approval of Class Action
`Settlements, Case No. 2:12-cv-00103 (Aug. 9, 2016), ECF No. 512 (“Round 1 Final
`Approval Order”); Order Granting Final Approval to the Round 2 Settlements, Case
`No. 2:12-cv-00403 (July 10, 2017), ECF No. 239 (“Round 2 Final Approval Order”);
`Order Granting Final Approval to the Round 3 Settlements, Case No. 2:12-cv-00103
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`Case 2:12-md-02311-SFC-RSW ECF No. 2256-2, PageID.40315 Filed 12/27/24 Page 3 of 9
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`WHEREAS, the Court previously approved the Plan of Allocation in
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`connection with the Rounds 1 through 4 Settlements3 and the Plan of Allocation in
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`connection with the Round 5 Settlements4;
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`WHEREAS, the Court previously approved distribution of $100 minimum
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`payments to all Authorized Claimants5; and
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`WHEREAS, EPPs, by and through Settlement Class Counsel, moved this
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`Court for entry of this Order Approving End-Payor Plaintiffs’ Motion for Pro Rata
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`(Nov. 8, 2018), ECF No. 628 (“Round 3 Final Approval Order”); Order Granting
`Final Approval of the Round 4 Settlements, Case No. 2:12-cv-00603 (Sept. 23,
`2020), ECF No. 230 (“Round 4 Final Approval Order”); Order Granting Final
`Approval of the Round 5 Settlements, Case No. 2:16-cv-03703 (Feb. 6, 2023), ECF
`No. 211 (“Round 5 Final Approval Order”).
` See, e.g., Order Granting EPPs’ Unopposed Motion for an Order Approving the
`Proposed Further Revised Plan of Allocation and for Authorization to Disseminate
`Supplemental Notice to the Settlement Classes, Master File No. 2:12-md-02311
`(Dec. 20, 2019), ECF No. 2032 (order granting EPPs’ proposed Plan of Allocation
`applicable to the Rounds 1 through 4 Settlements); Proposed Further Revised Plan
`of Allocation and for Authorization to Disseminate Supplemental Notice to the
`Settlement Classes, Case No. 2:12-cv-00403 (Dec. 10, 2019), ECF No. 301-2 (EPPs’
`proposed Plan of Allocation applicable to the Rounds 1 through 4 Settlements).
`4 See, e.g., Order Granting EPPs’ Motion for an Order Approving the Proposed Plan
`of Allocation in Connection with the Round 5 Settlements, Case No. 2:21-cv-04503
`(Feb. 6, 2023), ECF No. 16 (order granting EPPs’ proposed Plan of Allocation
`applicable to the Rounds 5 Settlements); EPPs’ Motion for an Order Approving the
`Proposed Plan of Allocation in Connection with the Round 5 Settlements, Case No.
`2:21-cv-04503 (Nov. 18, 2022), ECF No. 10 (EPPs’ proposed Plan of Allocation
`applicable to the Round 5 Settlements).
`5 See Order Overruling FRS’s Objections and Approving End-Payor Plaintiffs’
`Motion for Distribution of $100 Minimum Payments to Authorized Claimants,
`Case No 2:12-cv-00103 (Oct. 21, 2024), ECF No. 663.
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`Case 2:12-md-02311-SFC-RSW ECF No. 2256-2, PageID.40316 Filed 12/27/24 Page 4 of 9
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`Distributions to Authorized Claimants (“Motion”), and the Court, having considered
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`all materials and arguments submitted in support of the Motion, including the
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`Memorandum of Law and the Declaration of Michelle M. La Count, Esq. Regarding
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`End-Payor Plaintiffs’ Motion for Pro Rata Distribution to Authorized Claimants
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`(“La Count Declaration”) submitted therewith;
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`NOW, THEREFORE, IT IS HEREBY ORDERED AS FOLLOWS:
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`1.
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`The Court hereby adopts
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`the Settlement Administrator’s
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`determinations regarding the acceptance and rejection of claims and approves the
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`methodology undertaken by the Settlement Administrator in arriving at such
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`determinations as set forth in the La Count Declaration. The La Count Declaration
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`describes, inter alia, the thorough review, quality control audit, and deduplication
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`processes conducted by the Settlement Administrator involving millions of
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`claimed vehicles and replacement parts.
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`2.
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`The Court finds that the Settlement Administrator’s application of
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`sampling to determine the validity of Large Claim Submissions was appropriate
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`and necessary “to get as much of the available damages remedy to class members
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`as possible and in as simple and expedient a manner as possible.” 4 William B.
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`Rubenstein, Newberg on Class Actions, § 12:15 (5th ed.) (Westlaw 2018).
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`3.
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`EPPs’ plan for the pro rata distributions of the Net Settlement Funds6
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`6 The Net Settlement Funds consist of the Rounds 1-5 Settlement Amounts, plus
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`Case 2:12-md-02311-SFC-RSW ECF No. 2256-2, PageID.40317 Filed 12/27/24 Page 5 of 9
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`as set forth more fully in the La Count Declaration is APPROVED. Accordingly,
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` a. The Court authorizes the Settlement Administrator to create a
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`reserve of 15% of the Net Settlement Funds to be used for: (1) the
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`payment of administrative expenses; (2) the resolution of any matters
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`that might arise in connection with distribution of the proceeds of the
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`remaining Net Settlement Funds; and (3) Settlement Class Counsel’s
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`application for attorneys’ fees and reimbursement of costs and
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`expenses (“Reserve Fund”).
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` b. The Court authorizes the Settlement Administrator to make pro
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`rata payments
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`to Authorized Claimants consistent with
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`the
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`methodology and plan set forth in the La Count Declaration.
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` c.
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`In order to encourage Authorized Claimants to promptly deposit
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`their distribution checks, and to avoid or reduce future expenses
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`relating to unpaid distribution checks, all distribution checks will bear
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`a notation “CASH PROMPTLY, VOID AND SUBJECT TO RE-
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`interest earned thereon through November 30, 2024, less attorneys’ fees, litigation
`costs and expenses, class notice, and settlement administration expenses approved
`by the Court and paid to date, class representative service payments, and the $100
`minimum payments, plus a reserve established in connection with these payments
`totaling $450,000. The Net Settlement Funds continue to accrue interest and may be
`subject to reductions in connection with future expenses, including but not limited
`to Settlement Class Counsel’s forthcoming application for attorneys’ fees and
`reimbursement of expenses.
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`Case 2:12-md-02311-SFC-RSW ECF No. 2256-2, PageID.40318 Filed 12/27/24 Page 6 of 9
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`DISTRIBUTION IF NOT CASHED WITHIN 90 DAYS AFTER
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`ISSUE DATE.”
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` d. Authorized Claimants who do not negotiate their funds within
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`the time allotted will be presumed to forfeit any recovery for their
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`respective claims unless otherwise determined by Settlement Class
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`Counsel. Any forfeited recoveries will become available for re-
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`distribution as part of a subsequent distribution if economically
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`feasible.
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` e.
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`For those Authorized Claimants represented by a third-party
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`claims filer,7 the Settlement Administrator shall issue a check payment
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`or payments if the representing third-party claims filer has not
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`contacted
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`the Settlement Administrator
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`indicating a payment
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`preference. If a third-party claims filer has contacted the Settlement
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`Administrator and has provided a preference for a wire payment
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`instead of a check, the Settlement Administrator shall compile a list of
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`individuals and/or companies represented by the third-party claims
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`filer, their related Pro Rata Distribution Payment,8 and issue a single
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`7 A third-party claims filer is a person or entity that filed a claim on behalf of a
`claimant or Settlement Class Member.
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` The Pro Rata Distribution Payment reflects an Authorized Claimant’s full payment
`award in connection with the initial pro rata distribution.
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`Case 2:12-md-02311-SFC-RSW ECF No. 2256-2, PageID.40319 Filed 12/27/24 Page 7 of 9
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`lump sum payment to the third-party claims filer.
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` f. Unless otherwise provided for by the FMC Stipulations,9 any
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`third-party claims filer that has not distributed and confirmed the
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`transfer of funds concerning a Pro Rata Distribution Payment to an
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`Authorized Claimant (e.g., via wire transfer to or cashed check by an
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`Authorized Claimant) within 180 days of the Settlement Administrator
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`issuing payment must return the total undistributed Pro Rata
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`Distribution Payment attributable to such uncompensated Authorized
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`Claimant to the Settlement Administrator.
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` g. The Settlement Administrator may, at the direction of
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`Settlement Class Counsel, require an accounting from the third-party
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`claims filers providing detail on whether the third-party claims filer
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`has distributed and confirmed receipt of the Pro Rata Distribution
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`payment to each Authorized Claimant the third-party claim filer
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`represents and requiring any funds not so distributed to then be
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`returned to the Settlement Administrator.
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` h. Consistent with the pro rata distribution plan set forth in the La
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` FMC Stipulations refer to the stipulations reached between Settlement Class
`Counsel and both: (i) Automotive Rentals, Inc., Element Fleet Corporation, Wheels,
`Inc., Donlen LLC, and Class Action Capital [ECF No. 2182]; and (ii) Enterprise
`Fleet Management, Inc. [ECF No. 40184].
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`Case 2:12-md-02311-SFC-RSW ECF No. 2256-2, PageID.40320 Filed 12/27/24 Page 8 of 9
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`Count Declaration, the Settlement Administrator, at the direction of
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`Settlement Class Counsel, shall make additional payments to
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`Authorized Claimants from the Reserve Fund in connection with the
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`pro rata distributions if circumstances warrant such payments.
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`4.
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`The Settlement Administrator, at the direction of Settlement Class
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`Counsel, shall make a second pro rata distribution from any residual amount of
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`the Net Settlement Funds within fifteen months of issuing the initial checks in the
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`first pro rata distribution, if economically feasible.
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`5.
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`By this Order, all Settlement Class Members and all other persons
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`and entities that have submitted claims to participate in any of the settlements,
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`including, but not limited to, any third-party claims filer, hereby release and
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`forever discharge all persons involved in the review, verification, calculation,
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`tabulation, or any other aspect of the processing of the claims submitted herein, or
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`otherwise involved in the administration or payment of taxes or other expenses
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`from the Rounds 1 through 5 Settlement Funds, including, but not limited to,
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`Settlement Class Counsel and the Settlement Administrator, from any and all
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`claims arising out of such involvement, and all Settlement Class Members and all
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`such claimants are barred from making any further claims against the Net
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`Settlement Funds, including any interest accrued thereon, or the released parties.
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`Nothing herein shall limit or otherwise prevent Settlement Class Counsel from
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`Case 2:12-md-02311-SFC-RSW ECF No. 2256-2, PageID.40321 Filed 12/27/24 Page 9 of 9
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`taking action against any person or entity for the benefit of the Settlement Classes.
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`6.
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`This Court retains continuing jurisdiction over the Settlement Funds,
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`all parties and claimants, and further application or matters which may arise in
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`connection with these actions.
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`IT IS SO ORDERED.
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`Dated: _______________, 2024
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`_______________________
`Sean F. Cox
`United States District Judge
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