# Dennis v. JPMorgan Chase & Co.

> District Court, S.D. New York · November 2, 2022

URL: https://www.frixlaw.com/law-library/cases/10345802

## Case

- **Court:** District Court, S.D. New York
- **Decided:** November 2, 2022
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

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## Opinion text

IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK
RICHARD DENNIS, SONTERRA CAPITAL MASTER
FUND, LTD., FRONTPOINT FINANCIAL SERVICES Docket No. 16-cv-06496 (LAK)
FUND, L.P., FRONTPOINT ASIAN EVENT DRIVEN F CN
L.P., FRONTPOINT FINANCIAL HORIZONS FUND, L.P., |
AND ORANGE COUNTY EMPLOYEES RETIREMENT ST
SYSTEM, on behalf of themselves and all others similarly | USDC SDNY
situated, | Cee RONICALLY □□□□□
Plaintiffs,} DATE FILED:f Se
-against- | :
JPMORGAN CHASE & CO., JEMORGAN CHASE BANK, |
N.A., JPMORGAN CHASE BANK, N.A. AUSTRALIA
BRANCH, BNP PARIBAS, S.A., BNP PARIBAS,
AUSTRALIA BRANCH, THE ROYAL BANK OF
SCOTLAND GROUP PLC, THE ROYAL BANK OF
SCOTLAND PLC, RBS N.V., RBS GROUP (AUSTRALIA) _ |
PTY LIMITED, UBS AG, UBS AG, AUSTRALIA BRANCH, |
AUSTRALIA AND NEW ZEALAND BANKING GROUP
LTD., COMMONWEALTH BANK OF AUSTRALIA,
NATIONAL AUSTRALIA BANK LIMITED, WESTPAC
BANKING CORPORATION, DEUTSCHE BANK AG,
DEUTSCHE BANK AG, AUSTRALIA BRANCH, HSBC
HOLDINGS PLC, HSBC BANK AUSTRALIA LIMITED,
LLOYDS BANKING GROUP PLC, LLOYDS BANK PLC,
LLOYDS TSB BANK PLC, AUSTRALIA, MACQUARIE
GROUP LTD., MACQUARIE BANK LTD., ROYAL BANK |
OF CANADA, RBC CAPITAL MARKETS LLC, ROYAL
BANK OF CANADA, AUSTRALIA BRANCH, MORGAN |
STANLEY, MORGAN STANLEY AUSTRALIA LIMITED,
CREDIT SUISSE GROUP AG, CREDIT SUISSE AG, ICAP |
PLC, ICAP AUSTRALIA PTY LTD., TULLETT PREBON |}
PLC, TULLETT PREBON (AUSTRALIA) PTY LTD., AND |
JOHN DOES NOS. 1-50.
Defendants. |

[PROPOSED] FINAL APPROVAL ORDER OF CLASS ACTION SETTLEMENT
WITH BNP PARIBAS, S.A., DEUTSCHE BANK AG, ROYAL BANK OF CANADA,
THE ROYAL BANK OF SCOTLAND PLC, AND UBS AG

This matter came for a duly-noticed hearing on November 1 2022 (the “Fairness Hearing”),
upon the Representative Plaintiffs’! Motion for Final Approval of Class Action Settlement with
BNP Paribas, S.A., Deutsche Bank AG, Royal Bank of Canada, The Royal Bank of Scotland ple
(n/k/a NatWest Markets plc), and UBS AG (collectively, “Settling Defendants”) in the action
captioned Richard Dennis, et al. v. JPMorgan Chase & Co., et al., No. 16-cv-06496 (LAK)
(S.D.N.Y.) (the “Action”), which was consented to by Settling Defendants (together with
Representative Plaintiffs, the “Parties”). Due and adequate notice of the Stipulation and
Agreement of Settlement, dated April 29, 2022 (the “Settlement Agreement’’) having been given
to the Settlement Class Members, the Fairness Hearing having been held and the Court having
considered all papers filed and proceedings had in the Action, and otherwise being fully informed
in the premises and good cause appearing therefor,
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:
i This Final Approval Order hereby incorporates by reference the definitions in the
Settlement Agreement and all terms used herein, except as otherwise expressly defined herein,
shall have the same meanings as set forth in the Settlement Agreement.
2. For purposes only of the settlement of the Released Claims? set forth in the
Settlement Agreement (the “Settlement”), the Court hereby finally certifies the Settlement Class:

' “Representative Plaintiffs” are Richard Dennis, Orange County Employees Retirement
System (“OCERS”), and any subsequently named plaintiff(s) that may be added to this Action
through amended or supplemental pleadings.
2 “Released Claims” means any and all manner of claims, including unknown claims,
causes of action, cross-claims, counter-claims, charges, liabilities, demands, judgments, suits,
obligations, debts, set-offs, rights of recovery, or liabilities for any obligations of any kind
whatsoever (however denominated), whether class, derivative, or individual, in law or equity or
arising under constitution, statute, regulation, ordinance, contract, or otherwise in nature, for fees,
costs, penalties, fines, debts, expenses, attorneys’ fees, and damages, whenever incurred, and
liabilities of any nature whatsoever (including joint and several), known or unknown, suspected or

Ml

All Persons (including both natural persons and entities) who purchased,
acquired, sold, held, traded, or otherwise had any interest in BBSW-Based
Derivatives during the period January 1, 2003 through August 16, 2016,
inclusive, provided that, if Representative Plaintiffs expand the putative or
certified class in this Action in or through any subsequent amended
complaint, class motion, or Other Settlement, the defined Settlement Class
shall be expanded so as to be coterminous with such expansion. Excluded
from the Settlement Class are the Defendants and any parent, subsidiary,
affiliate or agent of any Defendant or any co-conspirator whether or not
named as a Defendant, and the United States Government.

unsuspected, asserted or unasserted, which Settling Class Members or any of them ever had, now
has, or hereafter can, shall or may have, representatively, derivatively or in any other capacity,
against the Released Parties arising from or relating in any way to the claims, allegations or
conduct alleged in the Action, or which could have been alleged in the Action against the Released
Parties, concerning any:
(1) BBSW-Based Derivatives;
(11) BBS W-Based Deposits or Loans (to the extent such financial instruments were entered into
by a US. Person, or by a Person from or through a location within the U.S.);
(ii11)Prime Bank Bills or Prime Bank eligible securities purchased, sold, held, traded, and/or
transacted by the Representative Plaintiffs, members of the Settlement Class, and/or
Settling Class Members (to the extent such financial instruments were entered into by a
U.S. Person, or by a Person from or through a location within the U.S.); or
(iv)any similar financial instruments priced, benchmarked, or settled to BBSW purchased,
sold, held, traded, and/or transacted by the Representative Plaintiffs, members of the
Settlement Class, and/or Settling Class Members (to the extent such financial instruments
were entered into by a U.S. Person, or by a Person from or through a location within the
U.S.), including additional financial instruments or claims subsequently alleged in the
Action, or in which any of the foregoing otherwise had any interest:
including, but not limited to, any alleged manipulation of BBSW under any statute, regulation, or
common law, or any purported conspiracy, collusion, racketeering activity, or of other improper
conduct relating to BBSW (including, but not limited to, all claims under Section 1 of the Sherman
Antitrust Act, 15 U.S.C. § 1 et seq., the Commodity Exchange Act, 7 U.S.C. § 1 et seq., the
Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. §§ 1961-1968, and any other
federal or state statute, regulation, or the common law). The following claims shall not be released
by this Settlement: (i) any claims against former employees of Settling Defendants arising solely
from those former employees’ conduct or alleged conduct that occurred while not employed by
Settling Defendants; (ii) any claims against the named Defendants in this Action other than Settling
Defendants and other than any John Doe Defendants to the extent they are current or former
employees of Settling Defendants (solely in their capacity as employees of Settling Defendants);
or (111) any claims against any Defendant not affiliated with Settling Defendants who may be
subsequently added in this Action. See Settlement Agreement § 13.

3. Based on the record, the Court reconfirms that the applicable provisions of Rule 23
of the Federal Rules of Civil Procedure have been satisfied for purposes only of the Settlement.
4, In so holding, the Court finds that, solely for purposes of settlement, the Settlement
Class meets all of the applicable requirements of FED. R. Civ. P. 23(a) and (b)(3). The Court
hereby finds, in the specific context of this Settlement, that: (i) the Settlement Class is so numerous
that joinder of all Settlement Class Members is impracticable, FED. R. Civ. P. 23(a)(1); (ii)
common questions of law and fact exist with regard to Settling Defendants’ alleged manipulation
of BBSW and the prices of BBSW-Based Derivatives, FED. R. Civ. P. 23(a)(2); (iil) the
Representative Plaintiffs’ claims in this litigation are typical of those of the Settlement Class
Members, FED. R. CIv. P. 23(a)(3); and (iv) the Representative Plaintiffs’ interests do not conflict
with, and are co-extensive with, those of absent Settlement Class Members; and (v) Lowey
Dannenberg, P.C. and Lovell Stewart Halebian Jacobson LLP (“Class Counsel”) have adequately
represented the interests of the Settlement Class, FED. R. Civ. P. 23(a)(4). The Court also finds
that common issues of fact and law predominate over any questions affecting only individual
members and that a class action is superior to other available methods for fairly and efficiently
adjudicating this controversy. FED. R. Civ. P. 23(b)(3).
5. Representative Plaintiffs are hereby approved to serve as representatives of such
Settlement Class for purposes of the Settlement.
6. Lowey Dannenberg, P.C. and Lovell Stewart Halebian Jacobson LLP are appointed
Class Counsel to the Settlement Class for the purposes of the Settlement.
7. In the Action only and solely for purposes of the Settlement, this Court: (i) has
personal jurisdiction over Representative Plaintiffs, Settling Defendants, and all Settlement Class

Members, and (ii) subject matter jurisdiction over the Action to consider the Settlement Agreement
and all exhibits attached thereto.
8. The Court finds that the mailed notice, publication notice, website, and Class Notice
plan implemented pursuant to the Settlement Agreement and approved by the Court in the Order
dated May 11, 2022: (a) constituted the best practicable notice; (b) constituted notice that was
reasonably calculated, under the circumstances, to apprise Settlement Class Members of the
pendency of the Action, of their right to exclude themselves from or object to the proposed
Settlement, of their right to appear at the Fairness Hearing, of the Distribution Plan, and of Class
Counsel’s application for an award of attorneys’ fees, Incentive Award(s), and for reimbursement
of expenses associated with the Action; (c) provided a full and fair opportunity to all Settlement
Class Members to be heard with respect to the foregoing matters; and (d) met all applicable
requirements of Federal Rule of Civil Procedure 23, Due Process, and any other applicable rules
or law. Based upon Settling Defendants’ submissions to the Court dated May 12, 2022, the Court
further finds that Settling Defendants have complied with the obligations imposed on it under the
Class Action Fairness Act of 2005, 28 U.S.C. § 1715. ECF No. 545.
9, The Court found that two Settlement Class Members have validly requested to be
excluded from the Settlement Class as it relates to the Settlement. Those excluded members of
the Settlement Class are identified at ECF No. 583 and in Exhibit 1 hereto. The excluded members
of the Settlement Class as to the Settlement with Settling Defendants identified in Exhibit 1 hereto
shall have no rights with respect to the Settlement Agreement, shall receive no payment from the
sums provided for in the Settlement Agreement and shall be deemed to have excluded themselves
from the Action as against Settling Defendants, including but not limited to any and all future
prosecution of the Action against Settling Defendants.

10. The Court finds that no objections to the proposed Settlement have been submitted.
Notwithstanding the lack of objections, the Court has independently reviewed and considered all
relevant factors and has conducted an independent examination into the propriety of the proposed
Settlement.
11. It is hereby determined that all Settling Class Members are bound by the Settlement
Agreement and this Final Approval Order regardless of whether such Settling Class Members
execute and deliver a Proof of Claim and Release.
12. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court hereby
finally approves the Settlement, as set forth in the Settlement Agreement, and finds that the
Settlement is, in all respects, fair, reasonable and adequate, and in the best interests of the
Settlement Class, including the Representative Plaintiffs. In reaching this conclusion, the Court
considered the factors set forth in City of Detroit v. Grinnell Corp., 495 F.2d 448, 463 (2d Cir.
1974), abrogated on other grounds by Goldberger v. Integrated Res., Inc., 209 F.3d 43 (2d Cir.
2000). This Court further finds that the Settlement set forth in the Settlement Agreement is the
result of arm’s-length negotiations between experienced counsel representing the interests of the
Parties, and that Class Counsel and the Representative Plaintiffs adequately represented the
Settlement Class for the purpose of entering into and implementing the Settlement Agreement.
The Court finds that the relief provided by the Settlement is adequate and Settlement Class
Members are treated equitably. Accordingly, the Settlement embodied in the Settlement
Agreement is hereby approved in all respects. The Parties are hereby directed to carry out the
Settlement Agreement in accordance with all of its terms and provisions, including the termination
provisions.

13. Notwithstanding the entry of this Final Approval Order, if the Settlement
Agreement is validly terminated by Representative Plaintiffs or Settling Defendants, is
disapproved in whole or in part by the Court, any appellate court, or any other court of review, or
does not become Final in accordance with its terms, then the provisions of this Final Approval
Order shall be null and void with respect to the Settlement; Representative Plaintiffs’ and Settling
Class Members’ claims shall be reinstated; Settling Defendants’ defenses shall be reinstated; the
certification of the Settlement Class and final approval of the proposed Settlement, and all actions
associated with it, including but not limited to any requests for exclusion from the Settlement
previously submitted and deemed to be valid, shall be vacated and be of no force and effect; the
Settlement Agreement, including its exhibits, and any and all negotiations, documents, and
discussions associated with it and the releases set forth in the Settlement Agreement, shall be
without prejudice to the rights of any Party, and of no force or effect; and the Parties shall be
returned to their respective positions before the Settlement Agreement was signed, without
waiving any defenses as against the asserted claims, and the Parties will seek an appropriate
modified case schedule that returns the Parties to their respective positions prior to the start of the
settlement process, which shall incorporate additional time to account for the resumption of
litigation from a settlement posture. Notwithstanding the language in this section, any provision(s)
in the Settlement Agreement that the Parties have agreed shall survive their termination shall
continue to have the same force and effect intended by the Parties.
14. The Settlement Fund defined in the Settlement Agreement has been established as
a trust and as a fiduciary account (the “Settlement Fiduciary Account”). The Court approves the
establishment of the Settlement Fiduciary Account under the Settlement Agreement as qualified

settlement funds pursuant to Section 468B of the Internal Revenue Code of 1986, as amended, and
the Treasury Regulations promulgated thereunder.
15. | Without affecting the finality of the Final Approval Order for purposes of appeal,
the Court reserves exclusive jurisdiction over the implementation and enforcement of the
Settlement Agreement and the Settlement contemplated thereby and over the enforcement of this
Final Approval Order. The Court also retains exclusive jurisdiction to resolve any disputes that
arise out of or relate to the Settlement Agreement, the Settlement, or the Settlement Fund (except
for such disputes and controversies as are subject to Section 42 of the Settlement Agreement, which
disputes and controversies shall be governed by the respective terms of such section), to consider
or approve administration costs and fees, including but not limited to fees and expenses incurred
to administer the Settlement after the entry of the Final Approval Order, and to consider or approve
the amounts of distributions to Settlement Class Members. In addition, without affecting the
finality of this Final Approval Order, the Representative Plaintiffs, Settling Defendants, and the
Settlement Class hereby irrevocably submit to the exclusive jurisdiction of the United States
District Court for the Southern District of New York for any suit, action, proceeding, or dispute
arising out of or relating to this Final Approval Order or the Settlement Agreement. Except as
otherwise provided in the Settlement Agreement, any disputes involving the Representative
Plaintiffs, Settling Defendants, or Settling Class Members concerning the implementation of the
Settlement Agreement shall be submitted to the Court.
16. Each Settling Class Member must execute a release and covenant not to sue, in
conformity with the Settlement Agreement, as incorporated into the Proof of Claim and Release
form, in order to receive the Settling Class Member’s share, if any, of the Net Settlement Fund
defined in the Settlement Agreement. The Court hereby confirms the appointment of A.B. Data,

Ltd. as Settlement Administrator and directs that the Settlement Administrator shall ensure that
each Proof of Claim and Release form provided to Settling Class Members contains a copy of such
release and covenant not to sue. However, Settling Class Members’ claims shall be released
pursuant to Section 13 of the Settlement Agreement regardless of whether the Settling Class
Member executes a release and covenant not to sue.
17. The Court declares that the Settlement Agreement and the Final Approval Order
shall be binding on, and shall have res judicata and preclusive effect in, all pending and future
lawsuits or other proceedings against the Released Parties involving the Released Claims that are
maintained by or on behalf of any Releasing Party regardless of whether the Releasing Party
previously initiated or subsequently initiates individual litigation or other proceedings involving
the Released Claims, and even if such Releasing Party never received actual notice of the Action
or the proposed Settlement.
18, The Court hereby approves the release and covenant not to sue set forth in Section
13 of the Settlement and directs dismissal of the Action as against Settling Defendants and any
Released Parties (but not any other Defendant) fully, finally and with prejudice, pursuant to the
terms of the Settlement and the Final Judgment to be entered concurrently herewith.
19. The Court permanently bars and enjoins the Releasing Parties and all Settling Class
Members from: (a) filing, commencing, prosecuting, intervening in, or participating (as class
members or otherwise) in any other lawsuit or administrative, regulatory, arbitration, or other
proceeding in any jurisdiction against Settling Defendants or any Released Parties based on the
Released Claims; (b) filing, commencing, or prosecuting a lawsuit or administrative, regulatory,
arbitration, or other proceeding as a class action on behalf of any Settlement Class Members
(including by seeking to amend a pending complaint to include class allegations or seeking class

certification in a pending action), against Settling Defendants or any Released Parties based on the
Released Claims; (c) organizing members of the Settlement Class into a separate group, class, or
subclass for purposes of pursuing as a purported class action any lawsuit or administrative,
regulatory, arbitration, or other proceeding (including by seeking to amend a pending complaint
to include class allegations, or seeking class certification in a pending action) against Settling
Defendants or any Released Parties based on the Released Claims; or (d) assisting any third party
in the prosecution of any Released Claims against Settling Defendants or any Released Parties.
20. | The Court permanently bars and enjoins claims by any Person against Settling
Defendants or any Released Parties for all or a portion of any amounts paid or awarded in the
Action by way of settlement, judgment or otherwise. To the extent permitted by law, the Court
permanently bars and enjoins claims against Settling Defendants and any Released Parties for
contribution or indemnification (however denominated) for all or a portion of any amounts paid or
awarded in the Action by way of settlement, judgment, or otherwise by (a) any of the other
Defendants currently named in the Action; (b) any other Person formerly named as a party in the
Action; or (c) any other Person subsequently added or joined as a party in the Action. Should any
court determine that any Defendant is or was legally entitled to any kind of set-off, apportionment,
contribution, or indemnification from Settling Defendants or any Released Parties arising out of
or related to Released Claims, the Releasing Parties agree that any money judgment subsequently
obtained by the Releasing Parties against any Defendant shall be reduced to an amount such that,
upon paying the entire amount, the Defendant would have no claim for set-off, apportionment,
contribution, indemnification, or similar claims against Settling Defendants or any Released
Parties.

21. The Court permanently bars and enjoins claims by Settling Defendants or any
Released Parties against any other Defendants for all or a portion of any amounts paid or awarded
in the Action by way of settlement, judgment or otherwise. To the extent permitted by law, the
Court permanently bars and enjoins claims by Settling Defendants and any Released Parties for
contribution or indemnification (however denominated) from other Defendants for all or a portion
of any amounts paid or awarded in the Action by way of settlement, judgment, or otherwise against
any of the other Defendants currently named in the Action and absolves the other Defendants
against any claims for contribution, indemnification, or similar claims from the Released Parties
arising out of or related in any way to the Released Claims, in the manner and to the fullest extent
permitted under the law of New York or any other jurisdiction that might be construed or deemed
to apply for claims of contribution, indemnification, or similar claims against any of the other
Defendants. For the avoidance of doubt, this paragraph shall not bar any claims, including claims
for contribution or indemnification (however denominated) by Settling Defendants and/or any
Released Parties against any third parties other than other Defendants in this Action.
22. Neither the Settlement Agreement (nor its respective exhibits), whether or not it
shall become Final, nor any negotiations, documents exchanged among counsel for the
Representative Plaintiffs and Settling Defendants in connection with settlement discussions, and
discussions associated with them, nor the Final Approval Order and Final Judgment are or shall
be deemed or construed to be an admission, adjudication, or evidence of: (a) any violation of any
statute or law or of the validity of any claims, alleged wrongdoing, or liability of Settling
Defendants or any Released Party; (b) the truth of any of the claims, defenses or allegations alleged
in the Action; (c) the incurrence of any damage, loss, or injury by any Person; (d) the existence or
amount of any artificiality of any interest benchmark or other interest rate; (e) any fault or omission

10

of Settling Defendants or any Released Party in any civil, criminal, or administrative proceeding
in any court, administrative agency, or other tribunal; or (f) the propriety of certification of a class
other than solely for purposes of the Settlement. Further, neither the Settlement Agreement (nor
its exhibits), whether or not it shall become Final, nor any negotiations, documents exchanged
among counsel for the Representative Plaintiffs and Settling Defendants in connection with
settlement discussions, and discussions associated with them, nor the Final Approval Order and
Final Judgment, may be discoverable, offered or received in evidence, or used directly or
indirectly, in any way, whether in the Action or in any other action or proceeding of any nature,
by any Person, except if warranted by existing law in connection with a dispute under the
Settlement Agreement or an action (including this Action) in which the Settlement Agreement is
asserted as a defense. Notwithstanding anything to the contrary herein, the foregoing provisions
do not apply to discovery or cooperation materials provided by Settling Defendants to the
Representative Plaintiffs or by the Representative Plaintiffs to the Settling Defendants in
connection with the Settlement or the Action. The Parties, without the need for approval from the
Court, may adopt such amendments, modifications, and expansions of the Settlement Agreement
and all exhibits thereto as (i) shall be consistent in all material respects with the Final Approval
Order; and (ii) do not limit the rights of Settling Class Members.
23. The Court finds that, during the c of the)Action, the Partie their respective □□
wenn Of the Federal Rules of Civil
Procedure as to each other.
24. data or other information provided by Settlement Class Members in connection
with the submission of claims shall be held in strict confidence, available only to the Settlement
Administrator, Class Counsel, and experts or consultants acting on behalf of the Settlement Class.

11

In no event shall a Settlement Class Member’s data or personal information be made publicly
available, except as provided for herein or upon Court Order for good cause shown.
25. The Distribution Plan and the Proof of Claim and Release Form are each approved
as fair, reasonable, and adequate.
26. The word “days,” as used herein, means calendar days. In the event that any date
or deadline set forth herein falls on a weekend or federal or state legal holiday, such date or
deadline shall be deemed moved to the first business day thereafter.
27. The Court’s certification of the Settlement Class and appointment of the
Representative Plaintiffs as class representatives, as provided herein, is without prejudice to, or
waiver of, the rights of any Defendant to contest any other request by the Representative Plaintiffs
to certify a class. The Court’s findings in this Final Approval Order shall have no effect on the
Court’s ruling on any motion to certify any class or to appoint class representatives in this litigation
or any challenge to the Representative Plaintiffs’ capacity to litigate or to represent a putative class,
and no party may cite or refer to the Court’s approval of the Settlement Class as binding or
persuasive authority with respect to any such motion or challenge.
28. Class Counsel’s request for attorneys’ fees and reimbursement of expenses (and
Incentive Awards for the Representative Plaintiffs) shall be the subject of a separate order by the
Court.
IT IS SO ORDERED.
Signed this [4 day of N bv, 2022

Hon. Lewis A. Kapla
United States Disffict Judge

12

EXHIBIT 1

Dennis et al. vy. JPMorgan Chase & Co. et al. No. 16-cv-06496 (LAK)
Exciuded Ciass Members
Pursuant to the Court’s October 24, 2022 Order (ECF No. 583), the following Class
Members are validly excluded from the settlement class:
e Kerant Capital Limited
e KPMG Luxembourg S.A. (as liquidator of Nordea Bank S.A.)

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/10345802. Public record. Not legal advice.