SORACE v. WELLS FARGO BANK, N.A.

IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF PENNSYLVANIA

VINCENT SORACE, JOSEPH YERTY,

TAMMY YERTY, JAMES ZARONSKY,

LINDA ZARONSKY, VIKTOR

CIVIL ACTION

STEVENSON, ASHLEY YATES, and

NO. 20–4318

KIMBERLY SOLOMON-ROBINSON,

individually and on behalf of a class of

similarly situated persons,

Plaintiffs,

v.

WELLS FARGO BANK, N.A.

Defendant.

Pappert, J. February 15, 2024

MEMORANDUM

The parties have agreed to settle this class action after more than three years of

litigation. The Court preliminarily approved the settlement on September 15, 2023.

(ECF No. 85.) Plaintiffs now move for final approval of the Settlement Agreement, plan

of allocation, award for attorneys’ fees, expenses, and awards to the representative

Plaintiffs. (ECF No. 101). Of the over 22,000 class members only two, Shawn Hummel

and his wife Jennifer, object to the settlement. After reviewing all relevant

submissions and holding a hearing (ECF No. 107), the Court overrules the Hummels’

objections and grants the Motion.

I

Named Plaintiffs, individually and on behalf of others similarly situated, sued

Wells Fargo, alleging violations of Pennsylvania law for using deficient disclosure

notices and practices when it repossessed Plaintiffs’ vehicles. After Plaintiffs filed their

Second Amended Complaint and Wells Fargo moved to dismiss it, the parties jointly

requested a stay so that they could pursue settlement negotiations. (ECF No. 48).

After eighteen months of negotiations, including two in-person mediations before

retired United States Magistrate Judge Diane Welsh, see (Decl. of Hon. Diane M. Welsh

(Ret.), ECF No. 101–6), Plaintiffs filed a Motion for Preliminary Approval of

Settlement, with a proposed settlement class consisting of persons who, in relevant

part, entered “a retail installment sales contract in Pennsylvania for the financing of a

motor vehicle purchased primarily for personal, family or household use and whose

retail installment sales contract was assigned or sold to Wells Fargo.” (pp. 14–15, ECF

No. 74-1).

Under the Settlement Agreement, Wells Fargo agrees to pay $15 million into a

settlement fund, which will be used to: (1) make refund payments, totaling

approximately $6.87 million, to those class members whose vehicles were repossessed

and sold and who subsequently made payments toward their disputed deficiency

balances; (2) pay out distributions on a per account basis to the 22,340 class members,

who hold 17,235 unique loans; (3) pay incentive awards to the class representatives; (4)

pay settlement administrative costs; and (5) pay attorneys’ fees and expenses. (Mem.

Supp. Mot. for Final Approval, pp. 10–11, ECF No. 101–1.)

In addition to contributing to the settlement fund, Wells Fargo will stop

collecting on the deficiency balances alleged to be owed by each class member—a value

of approximately $65 million.1 (Id. at pp. 22–23). Wells Fargo will also submit requests

1 The parties’ briefing provides different values when describing the amount of debt

forgiveness—ranging from about $65 to $68 million—since loan balances fluctuated slightly over the

course of litigation. For the purposes of considering the adequacy and reasonableness of the

Settlement Agreement, the Court will use the more conservative $65 million estimate.

to the three major credit reporting agencies to delete the credit tradelines associated

with each class member’s account. (Id. at p. 24). In exchange, Wells Fargo will be

released from all claims arising from each class member’s “auto loan account(s) owned

by Wells Fargo Auto related to the financing of his/her/their vehicle(s), which were

subsequently repossessed” and are the subject of this action. (Settlement Agreement,

¶ 1.2, ECF No. 74-2)

II

Pursuant to Federal Rule of Civil Procedure 23(e), class actions may only be

settled with court approval and only after a hearing that finds the settlement is “fair,

reasonable, and adequate.” Fed. R. Civ. P. 23(e)(2). The Court must: (1) determine if

the requirements for class certification under Rule 23(a) and (b) are satisfied; (2) assess

whether notice to the proposed class was adequate; and (3) evaluate if the proposed

settlement is fair under Rule 23(e). See In re Nat’l Football League Players Concussion

Inj. Litig., 775 F.3d 570, 581 (3d Cir. 2014).

III

The settlement class must meet Rule 23(a)’s requirements: numerosity,

commonality, typicality, and adequacy of representation. Fed. R. Civ. P. 23(a). These

requirements ensure that the named plaintiffs appropriately represent the class and

“effectively limit[s] the class claims to those fairly encompassed by the named plaintiff’s

claims.” Wal-Mart Stores, Inc. v. Dukes, 564 U.S. 338, 349 (2011) (citations and

quotations omitted).

Because the numerosity requirement is generally met if the potential number of

plaintiffs exceeds forty, Stewart v. Abraham, 275 F.3d 220, 226–27 (3d Cir. 2001), a

class with more than 22,000 members is sufficiently numerous as to make joinder

impractical under Rule 23(a).

The commonality bar “is not a high one.” Rodriguez v. Nat’l City Bank, 726 F.3d

372, 382 (3d Cir. 2013). A single common issue is enough to satisfy the commonality

requirement. See Baby Neal v. Casey, 43 F.3d 48, 56 (3d Cir. 1994). Typicality requires

the Court to assess “whether the action can be efficiently maintained as a class and

whether the Named Plaintiffs have incentives that align with those of absent class

members so as to assure that the absentee’s interests will be fairly represented.” Id. at

57. Here, both the commonality and typicality requirements are met. The issues of law

and fact in this case are common to all class members. For example, the question of

whether Wells Fargo sent inadequate notices of vehicle repossession and explanations

of post-sale deficiencies is common to all class members. See (Mem. in Supp. of Mot. for

Final Approval, p. 16). Additionally, Named Plaintiffs’ claims are typical of those of all

class members: Named Plaintiffs—like all members of the class—entered into retail

installment sales contracts assigned or sold to Wells Fargo, and Wells Fargo

repossessed their vehicles or ordered them to be repossessed after deeming their

respective contracts in default. (Id.)

The final factor—whether “the representative parties will fairly and adequately

protect the interests of the class”—is also met. Fed. R. Civ. P. 23(a)(4). The Named

Plaintiffs’ interests align with those of other class members. And class counsel—

former Chief United States District Judge for the Eastern District of Pennsylvania,

Lawrence Stengel, and Richard Shenkan, an attorney specializing in class actions

involving consumer disclosure notices—are qualified and capable of litigating the

class’s claims. See (Mem. in Supp. of Mot. for Final Approval, p. 47). The

representative Plaintiffs and class counsel have protected the interests of the class, as

reflected by the substantial settlement.

The settlement class also “must satisfy at least one of the three requirements

listed in Rule 23(b).” Wal-Mart, 564 U.S. at 345. Rule 23(b)(3) requires that “questions

of law or fact common to class members predominate over any questions affecting only

individual members, and that a class action is superior to other available methods for

fairly and efficiently adjudicating the controversy.” Fed. R. Civ. P. 23(b)(3).

Predominance “tests whether proposed classes are sufficiently cohesive to

warrant adjudication by representation.” Amchem Prods., Inc. v. Windsor, 521 U.S.

591, 594 (1997). The predominance inquiry focuses on whether the defendants’ conduct

was common to all class members and whether that conduct harmed everyone in the

class. In re Processed Egg Prods. Antitrust Litig., 284 F.R.D. 249, 263 (E.D. Pa. 2012)

(citing Sullivan v. DB Invs., Inc., 667 F.3d 273, 297 (3d Cir. 2011). It “tests whether

proposed classes are sufficiently cohesive to warrant adjudication by

representation.” Amchem, 521 U.S. at 623. The predominance requirement is met

since there are issues of law and fact common to all class members regarding Wells

Fargo’s consumer disclosure notices.

Superiority requires the Court to “balance, in terms of fairness and efficiency,

the merits of a class action against those of alternative available methods of

adjudication.” In re Warfarin, 391 F.3d at 534 (citations omitted). Rule 23(b)(3) directs

the Court to consider the following factors:

(A) the interest of members of the class in individually controlling

the prosecution or defense of separate actions; (B) the extent and

nature of any litigation concerning the controversy already

commenced by or against members of the class; [and] (C) the

desirability or undesirability of concentrating the litigation of the

claims in the particular forum . . . .2

Fed. R. Civ. P. 23(b)(3). All these factors are satisfied as nothing about this litigation

indicates individual control is a more favorable vehicle for bringing these claims against

Wells Fargo. A class action is therefore superior to other methods of adjudication.

Because all relevant Rule 23(a) and (b) factors are met, the settlement class is

certified for purposes of settlement approval.

IV

Before turning to the merits of the Settlement Agreement, the Court must next

determine that notice was appropriate. In re Am. Invs. Life Ins. Co., 263 F.R.D. 226,

237 (E.D. Pa. Dec. 18, 2009) (citations omitted). For all classes certified under Rule

23(b)(3), the Court must direct notice to the class members in the best way practicable

under the circumstances. Fed. R. Civ. P. 23(c)(2)(B).

The notice must clearly and concisely state in plain, easily understood

language: (i) the nature of the action; (ii) the definition of the class

certified; (iii) the class claims, issues or defenses; (iv) that a class member

may enter an appearance through an attorney if the member so desires;

(v) that the court will exclude from the class any member who requests

exclusion; (vi) the time and manner for requesting exclusion; and (vii) the

binding effect of a class judgment on members under Rule 23(c)(3).

Id.

The notice meets all the requirements of Rule 23. It includes information

regarding the litigation, the definition of the class and the claims and issues in the

litigation, and the claims that will be released in the settlement. See (Notice of

2 In the class action settlement context, the Court “need not inquire whether the case, if tried,

would present intractable management problems, . . . for the proposal is that there be no trial.”

Amchem, 521 U.S. at 620.

Proposed Class Action Settlement, ¶¶ 1–7, 13, ECF No. 101–4). The notice also:

advises that a class member may enter an appearance to attend the final fairness

hearing (Id. at ¶¶ 27–29); describes the binding effect of a judgment on class members

(Id. at ¶ 20); states the procedures and deadline for class members to exclude

themselves from the class or to object (Id. at ¶¶ 19–20); and provides the date, time and

location of the final settlement hearing (Id. at ¶ 27).

The notice also complies with the Court’s Preliminary Approval Order and

satisfies the requirements of Rule 23. Wells Fargo provided to the Settlement

Administrator, Rust Consulting, information including the last known address,

telephone number and email address of each class member. See (Mem. Supp. Mot. for

Final Approval, pp. 16–17). Beginning on November 14, 2023, Rust began mailing class

notices to 23,943 class members or their next of kin, see (Declaration of Settlement

Administrator ¶ 12, ECF No. 101–3). After 1,846 class notices were returned as

undeliverable, Rust conducted three tracing activities yielding 353 new addresses to

which class notice was sent. (Id. at ¶ 14). Rust also sent email notices to 13,887 class

members or their next of kin. (Id. at ¶ 15). Additionally, notice was posted on the

website https://www.vehiclerepolawsuit.com. This notice was adequate and the best

practicable under the circumstances.

V

The Court must determine that the proposed settlement is “fair, reasonable and

adequate.” In re Prudential Ins. Co. Am. Sales Prac. Litig. Agent Actions, 148 F.3d 282,

316 (3d Cir. 1998) (quoting In re Gen. Motors Corp. Pick-Up Truck Fuel Tank Prods.

Liab. Litig., 55 F.3d 768, 785 (3d Cir. 1995)); see also Fed. R. Civ. P. 23(e). In the Third

Circuit, there is an initial presumption of fairness if “(1) the settlement negotiations

occurred at arm’s length; (2) there was sufficient discovery; (3) the proponents of the

settlement are experienced in similar litigation; and (4) only a small fraction of the

class objected.” In re Warfarin, 391 F.3d at 535 (quoting In re Cendant Corp.

Litig., 264 F.3d 201, 232 n. 18 (3d Cir. 1998)). Each of these factors is met:

negotiations occurred at arm’s length, including via Judge Welsh; the case was litigated

for over three years; informal discovery and factual investigation took place over

sixteen months before settlement discussions began; Plaintiffs’ counsel has well-

documented experience handling class actions generally and consumer-disclosure notice

actions specifically; and only three class members objected to the settlement (two of

whom are husband and wife and the third withdrew her objection). Therefore, there is

an initial presumption of fairness applied to this settlement.

With this initial presumption established, Rule 23(e)(2) and the Girsh factors

guide the Court’s in-depth fairness analysis. See Girsh v. Jepson, 521 F.2d 153, 157 (3d

Cir. 1975).

A

Rule 23(e)(2) directs the Court to consider whether:

(A) the class representatives and class counsel have adequately represented

the class; (B) the proposal was negotiated at arm’s length; (C) the relief

provided for the class is adequate, taking into account: (i) the costs, risks,

and delay of trial and appeal; (ii) the effectiveness of any proposed method

of distributing relief to the class, including the method of processing class-

member claims; (iii) the terms of any proposed award of attorney’s fees,

including timing of payment; and (iv) any agreement required to be

identified under Rule 23(e)(3); and (D) the proposal treats class members

equitably relative to each other.

Fed. R. Civ. P. 23(e)(2). Rule 23(e) protects the unnamed members of the class.

Ehrheart v. Verizon Wireless, 609 F.3d 590, 593 (3d Cir. 2010); see also In re Pet Food

Prods. Liab. Litig., 629 F.3d 333, 349 (3d Cir. 2010) (“Under Rule 23(e), trial judges

bear the important responsibility of protecting absent class members, which is executed

by the court’s assuring that the settlement represents adequate compensation for the

release of the class claims.”).

1

Class counsel and the Named Plaintiffs adequately represented the class. Fed.

R. Civ. P. 23(e)(2)(A). Counsel was able to “develop enough information about the

[litigation] to appreciate sufficiently the value of the claims.” In re Nat’l Football

League Players Concussion Injury Litig., 821 F.3d 410, 439 (3d Cir. 2016). Counsel has

vigorously pursued this case on behalf of class members from the start. They

investigated and litigated the case for sixteen months—filing two amended complaints

and responding to a motion to dismiss—before beginning settlement discussions with

Wells Fargo. See (Mot. for Final Approval of Settlement, p. 25; Am. Compl., ECF No.

24; Sec. Am. Compl., ECF No. 36).

2

The parties negotiated the settlement at arm’s length. Fed. R. Civ. P.

23(e)(2)(B). Two mediations were held with Judge Welsh. The first was on January 26,

2022, (Feb. 2, 2022 Joint Status Report, ECF No. 50), and the second on April 19, 2022.

(May 3, 2022 Joint Status Report, ECF No. 53). Following the two mediations,

“hundreds of hours” of discussions, and “dozens of drafts with various iterations of

settlement terms,” the parties came to an agreement. (Mem. in Supp. of Mot. for

Preliminary Approval, p. 14). See In re Wawa Inc. Data Sec. Litig, 85 F.4th 712, 726

(3d Cir. 2023) (holding that the presence of an independent mediator is “a factor

weighing in favor of a finding of non-collusiveness,” but “is not on its own dispositive of

whether the end product is a fair, adequate, and reasonable settlement agreement.”

(quoting In re Bluetooth Headset Prods. Liab. Litig., 654 F.3d 935, 948 (9th Cir. 2011))).

And the parties’ clear sailing provision, addressed in more detail below, does not

indicate collusion. See infra subsection VII.B.4.

3

The relief the settlement is expected to provide class members is adequate when

balanced against “(i) the costs, risks, and delay of trial and appeal; (ii) the effectiveness

of any proposed method of distributing relief to the class, including the method of

processing class-member claims; (iii) the terms of any proposed award of attorney’s fees,

including timing of payment; and (iv) any agreement required to be identified under

Rule 23(e)(3).” Fed. R. Civ. P. 23(e)(2)(C)(i)–(iv).

i

Continuing this litigation would cause the parties to incur substantial additional

costs and necessitate extensive trial preparation. In addition to the inherent risk to

recovery involved in prolonged litigation, continuing through trial and subsequent

appeals would only delay any recovery class members may receive. Plaintiffs maintain

that their request for deletion of credit tradelines is permitted under the UCC’s equity

provision, 13 Pa. C.S. § 1103(b), but also acknowledge the UCC does not specifically

refer to credit-tradeline relief, nor has such relief “been the subject of any decisional

appellate authority in Pennsylvania or the Third Circuit,” rendering further

uncertainty and risk in proceeding to trial. (Mem. in Supp. of Mot. for Final Approval,

p. 35). See also (Mem. in Supp. of Mot. for Preliminary Approval, p. 28). The parties

carefully weighed the relevant costs, risks and delays when reaching this settlement.

ii

The proposed method of distributing relief to the class is effective. The notice

complies with Rule 23 and adequately informed class members that: (1) a refund

payment would be sent if they made any payments on their accounts following

repossession and subsequent sale of their respective motor vehicles, (2) a cash payment

will be sent to all class members on a per account basis, and (3) they should cash their

respective checks immediately. See (Notice of Proposed Class Action Settlement, p. 7,

ECF No. 101-4). Furthermore, Wells Fargo’s agreement to no longer pursue the

settlement class members’ deficiency balances—providing approximately $65 million in

debt relief—will occur without class members taking any additional steps. (Id. at pp.

7–8). Upon final approval, Wells Fargo will also ask Experian, Equifax, and

TransUnion to delete their credit reporting tradelines related to the class members’

accounts, while excluding any class members who submitted written requests to refuse

the tradeline deletion benefit. (Id. at p. 8).

iii

The relief to the class remains adequate when considering the proposed award of

attorneys’ fees. Fed. R. Civ. P. 23(e)(2)(C)(iii). As evaluated in more detail below, an

attorneys’ fee award of $6 million is reasonable evaluated against a settlement with a

monetary value above $80 million—$15 million in cash along with more than $65

million in debt relief—and not including the benefits of credit tradeline reparations.

See infra Part VIII.

iv

Finally, Rule 23(e)(2)(iv) requires the Court to account for any agreements

between the parties required to be identified under Rule 23(e)(3), meaning “any

agreement made in connection with the proposal.” The Settlement Agreement sets

forth the relevant agreements, including that Defendants will not oppose class counsel’s

request for attorneys’ fees. (Settlement Agreement ¶ 15.5). The Court’s close look at

this agreement in the context of the larger settlement raise no concerns. This

Settlement Agreement is the product of more than three years of contested

litigation and two mediations before Judge Welsh, who attests that attorneys’ fees

were never a negotiating tool during settlement discussions. (Decl. of Hon. Diane

Welsh, p. 6); See also infra subsection VII.B.4.

4

The final element of Rule 23(e)(2) requires the Court to determine whether the

proposal treats the class members equitably relative to each other. Fed. R. Civ. P.

23(e)(2)(D). Refund payments will be sent to any class members who made payments

on their accounts following repossession and subsequent sale of their respective motor

vehicles. (Mem. in Supp. of Mot. for Final Approval, p.10). All class members will then

receive a portion of the settlement fund on a per account basis. (Id.) The settlement

therefore treats class members equitably relative to each other because each member’s

recovery is proportional to his or her actual loss suffered.

B

Courts within the Third Circuit also “employ a more expansive fairness inquiry”

by applying the nine Girsh factors. In re Innocoll Holdings Pub. Ltd. Co. Sec. Litig., No.

17-341, 2022 WL 16533571, at *4 (E.D. Pa. Oct. 28, 2022); see Girsh, 521 F.2d at 157.

These factors are:

(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; [and]

(9) the range of reasonableness of the settlement fund to a possible

recovery in light of all the attendant risks of litigation.

Girsh, 521 F.2d at 157. The Court addresses each factor in turn.

1

This contested litigation—approximately sixteen months of motions practice

followed by another eighteen months of settlement negotiations—required complex

and skillful work on the part of both parties. Should it continue, the parties would

incur additional expenses. Plaintiffs’ counsel have incurred expenses of over $24,000.

(Costs Advanced by Shenkan Injury Lawyers, ECF No. 113–7). Should the case go to

trial, Plaintiffs will have to obtain class certification and maintain the class through

trial. The settlement allows class members to receive their payments quickly; further

litigation would delay any potential recovery while the parties continue to incur

additional expenses.

2

The second Girsh factor “attempts to gauge whether members of the class

support the settlement.” In re Prudential, 148 F.3d at 318. In Prudential, the Third

Circuit held that the district court did not abuse it discretion in finding that 19,000 opt

outs—out of 8 million policyholders to whom Prudential sent the class notice—was

“truly insignificant.” 148 F.3d at 318.

Here, after more than 23,000 notices were sent out, only eleven class members

opted out. (Mem. in Supp. of Mot. for Final Approval, p. 33). Additionally, three class

members objected, one of whom withdrew her objection. (Id.); see also discussion nfra

Section VII. The class supports the settlement, indicative of its fairness.

3

The third factor to consider is the stage of the proceedings and the amount of

discovery completed. Courts are instructed to examine the amount of discovery

undertaken to “ensure that a proposed settlement is the product of informed

negotiations.” In re Prudential, 148 F.3d at 319. “As with the presumption of fairness,

formal discovery is not a requirement for the third Girsh factor. What matters is not

the amount or type of discovery class counsel pursued, but whether they had developed

enough information about the case to appreciate sufficiently the value of the claims.”

In re NFL Players Concussion Injury Litig., 821 F.3d 410, 439 (3d Cir. 2016).

Here, the parties completed informal discovery over sixteen months. Class

counsel filed two amended complaints before the parties began settlement negotiations,

at which point the parties “received further information regarding the class.” (Mem. in

Supp. of Mot. for Preliminary Approval, p. 29). Both parties had a clear sense of the

strengths and weaknesses of their respective cases, which cuts in favor of approving the

settlement.

4

Girsh factors four and five “survey the possible risks of litigation in order to

balance the likelihood of success and the potential damage award if the case were taken

to trial against the benefits of an immediate settlement.” In re Prudential, 148 F.3d at

319. Plaintiffs acknowledge they would face the uncertainty of proving each element of

their case, all of which Wells Fargo aggressively contests. (Mem. in Supp. of Mot. for

Final Approval, pp. 34–35). Specifically, they note that neither the Third Circuit Court

of Appeals nor Pennsylvania appellate courts have considered whether the equitable

remedies Plaintiffs seek—including the deletion of credit tradelines—are available

under the UCC. (Id.) The uncertainty of moving forward with litigation weighs in

favor of approving the settlement.

5

The next Girsh factor considers the risks of maintaining the class certification

through trial. Because there is always a “possibility of decertification, and

consequently the court can always claim this factor weighs in favor of settlement,” this

factor merits slight weight. In re Prudential, 148 F.3d at 321 (explaining how

“examination of this factor in the standard class action would appear to be perfunctory”

due to the inherent risk of decertification); see also In re Cendant, 264 F.3d at 239

(acknowledging that “proceeding to trial would always entail the risk, even if slight, of

decertification.”). Nevertheless, this factor favors approval.

6

The seventh Girsh factor “is concerned with whether the defendants could

withstand a judgment for an amount significantly greater than the Settlement.” In re

Cendant, 264 F.3d at 240. Wells Fargo contributed $15 million in cash to the

settlement fund and, through accord and satisfaction, agreed to forgive class members’

disputed loan debts—an estimated $65 million value. The Court must consider

whether Wells Fargo could withstand a judgment significantly greater than this

amount. In re Cendant, 264 F.3d at 241. “A defendants’ speculative ability to pay

‘substantially more than they did under the Settlement’ cut[s] against approval, ‘albeit

only moderately.’” Sullivan v. DB Invs., Inc., 667 F.3d 273, 323 (3d Cir. 2011) (quoting

In re Cendant, 264 F.3d at 241). But “in any class action against a large corporation,

the defendant entity is likely to be able to withstand a more substantial judgment, and,

against the weight of the remaining factors, this fact alone does not undermine the

reasonableness of the instant settlement.” Sullivan v. DB Invs., Inc., 667 F.3d 273, 323

(3d Cir. 2011) (quoting Weber v. Gov't Empl. Ins. Co., 262 F.R.D. 431, 447 (D.N.J.

2009)).

7

The eighth and ninth Girsh factors help determine whether the settlement is

reasonable in light of the best possible recovery and the risk of further litigation. They

“evaluate whether the settlement represents a good value for a weak case or a poor

value for a strong case.” In re Warfarin, 391 F.3d at 538. Courts are instructed to

compare the damages plaintiffs would likely recover if successful—discounted for the

risk of not prevailing—with the amount of the settlement agreement. In re Prudential,

148 F.3d at 322. The inability to determine the precise amount of damages Plaintiffs

would likely recover if successful at trial does not render the Court unable to conduct

this analysis. See In re N.J. Tax Sales Certificates Antitrust Litig., No. 12-1893, 2016

WL 5844319, at *8 (D.N.J. Oct. 3, 2016).

Wells Fargo’s $15 million contribution to the settlement fund, along with the

approximately $65 million in debt relief for class members, provide good value to the

class. And although the benefit deriving from the deletion of credit tradelines is

difficult to quantify, it has been conservatively valued at the cash component of the

settlement—in this case, $15 million. See Ciccarone v. B.J. Marchese, Inc., 2004 WL

2966932, *10 (E.D. Pa., Dec. 22, 2004); see also (Decl. of Robert L. Rossi, p. 6, ECF No.

101–9); (Decl. of Thomas A. Tarter, pp. 6–9, ECF No. 101–7). Furthermore, Wells

Fargo has found their requests to credit agencies for deletions of credit tradelines to be

“very effective.” (Hr’g Tr. 16:19). And Wells Fargo has “built in backstops in the event

that the first ask is not effective so that [they] can ask again.” (Id. at 16:20–21). But

even excluding any benefit conferred by the deletion of credit tradeline history, the

settlement provides good value. Considering Wells Fargo’s continued challenges to

Plaintiffs’ case and taking “seriously the litigation risks inherent in pressing forward

with the case,” this settlement is reasonable. In re Nat’l Football League, 821 F.3d at

440.

VI

A class action’s distribution plan must be fair, reasonable and adequate as

well. In re Ikon Off. Sols., Inc., Sec. Litig., 194 F.R.D. 166, 184 (E.D. Pa. 2000) (citing

In re Computron Software, Inc., 6 F. Supp. 2d 313, 321 (D.N.J. 1998)). Courts

“generally consider plans of allocation that reimburse class members based on the type

and extent of their injuries to be reasonable.” Sullivan, 667 F.3d at 328 (quoting In re

Corel Corp. Inc., Sec. Litig., 293 F.Supp.2d 484, 493 (E.D. Pa. 2003)).

Here, refund payments will be sent to any class members who made payments

on their accounts following repossession and subsequent sale of their respective motor

vehicles. (Mem. in Supp. of Mot. for Final Approval, p.10). All class members will

receive a portion of the settlement fund on a per account basis, and those class

members who cash their respective checks will be sent up to three additional checks so

long as $15,000 remains in the settlement fund after each round of distribution. (Id. at

pp. 10, 20–21). The parties have proposed that any funds remaining after four

distributions will be donated to the Pennsylvania Legal Aid Network. (Id. at p. 22).

This distribution is fair, reasonable and adequate.

VII

There were two objections raised to the proposed settlement. Celeste Brooks-

Wade withdrew hers, see (ECF No. 90), leaving only Jennifer Lynn Hummel and Shawn

David Hummel’s jointly-filed objection.3

A

The Hummels and their Pittsburgh-based bankruptcy lawyer, Aurelius Robleto,

have taken a curious approach to this case. Counsel also represents the Hummels in

bankruptcy proceedings in the Western District of Pennsylvania, which is how he

learned about this litigation. See (Hr’g Tr. 42:1–23). On September 7, 2023, counsel, on

behalf of the Hummels and two others—who are not even class members and could not

show significant interest in the litigation—filed in this case a motion to intervene.

(ECF No. 79). The Court denied the motion because it failed to demonstrate how,

absent intervention, the “proposed intervenors’ rights would be impaired, or their

3 The Hummels filed a response in opposition to Brooks-Wade’s withdrawal of her objection

speciously claiming, inter alia, her signature appeared to have been “drafted exclusively” by class

counsel—presumably implying the withdrawal was not voluntary. (ECF No. 103). In a

supplemental filing, Brooks-Wade attests that she had withdrawn her objection because she “would

like the settlement to be approved,” and had reviewed and approved the notice of withdrawal that

class counsel had drafted. (ECF No. 106).

interests inadequately represented.” (Mem. Denying Mot. to Intervene, p. 2, ECF No.

83). The Court also explained that “[a]ny substantive challenges” the Hummels have

“can be addressed as objections to the settlement,” or they are “free to opt out of the

class settlement.” (Id. at p. 5).

Eight days later, the Court preliminarily approved the Settlement Agreement.

(ECF No. 85). The Order stated, in relevant part, that “all Class Members who do not

timely and validly exclude themselves from the Settlement Class . . . are barred from

directly or indirectly maintaining, commencing, prosecuting, or pursuing directly,

representatively, or in any other capacity, any Released Claim subsumed and covered

by the Release in the Agreement.” (Prelim. Approval Order ¶ 25, ECF No. 85).

Rather than opt out of the Settlement Agreement, the Hummels chose to remain

part of this class while also filing a separate putative class-action lawsuit in the United

States District Court for the Western District of Pennsylvania pertaining to their same

Wells Fargo accounts at issue in this case. 4 Hummel v. Wells Fargo Bank, N.A., No.

2:23-cv-02002-CCW (W.D. Pa. 2023). At this case’s final approval hearing, counsel told

the Court that while he read the Preliminary Approval Order, he was unaware of the

provision barring him from pursuing any claims covered by the release in the

Settlement Agreement. (Hr’g Tr. 58:13–25). Counsel’s statement was not credible and,

among other things, taints the Hummels’ objections. And when explaining why he both

objected and filed a separate class-action asserting related claims—counsel said the

4 After the Hummels filed suit in the Western District, Wells Fargo filed a motion asking this

Court enforce its Preliminary Approval Order which ostensibly bars class members who did not opt

out from litigating the released claims. (ECF No. 97); see also (Prelim. Approval Order ¶ 25, ECF

No. 85). For the reasons explained at the final approval hearing, see (Hr’g Tr. 95–96), the Court

denies Wells Fargo’s motion without prejudice. Counsel’s conduct in the Western District of

Pennsylvania is for that court to evaluate, at least initially.

quiet part out loud: he believes the class members “should be joining in our class

action.” (Hr’g Tr. 55:17–18).

B

The Hummels assert: (1) the release is overbroad; (2) the forgiveness of

deficiency balances on class member accounts is an “illusory” benefit and raises tax

issues for class members; (3) the settlement fund is insufficient; and (4) the Court

should look askance at the attorneys’ fees. (ECF No. 88). None of their arguments

have any merit.

1

The Hummels argue that the release language is overbroad because it includes,

inter alia, the release of “unknown” claims and “distinct” claims from those negotiated

in the settlement. See (Mem. in Supp. of Objection to Final Approval, p. 11, ECF No.

88–1). But it is “not unusual for a class settlement to release all claims arising out of a

transaction or occurrence” including unknown claims. Halley v. Honeywell, Int’l, Inc.,

861 F.3d 481, 494 (3d Cir. 2017). Furthermore, the scope of the released unknown

claims is limited to those that would arise from the auto-financing accounts at issue in

this settlement. See (Settlement Agreement, ¶ 1.51).

The Hummels also argue the release should include carve-out language so they

can “‘preserve the Hummel claims’ for both the Hummels and all members of the class.”

(Hr’g Tr. 72:25 –73:1). The Hummels purportedly have distinct claims “as articulated

in” the case in the Western District of Pennsylvania “based on Wells Fargo improperly

charging [them] a fee using the wrong date.” (Hr’g Tr. 73:25; 74:24). Counsel wants the

Hummels and all class members he can solicit to “benefit from whatever [sic] out of

this” Settlement Agreement while also stirring up another class action in a different

district over the same alleged conduct. (Id. at 44:12–13). That is not how class actions

work—class members may either remain in a class or opt out and do their own thing,

not both.

2

The Hummels describe the debt forgiveness as “terrific” and acknowledge it “will

give benefit to a lot of people,” see (Hr’g Tr. 89:2–9), yet simultaneously claim the

benefit is “illusory,” take issue with its possible tax benefits for Wells Fargo and predict

difficulties for class members that are at best speculative and at worst nonsensical.

(Mem. in Supp. of Objection to Final Approval, p. 15).

First, they argue that since the proposed settlement involves repossessions that

occurred between 2014 and 2023, and in Pennsylvania the statute of limitations bars

legal recourse for deficiency claims after four years, a significant portion of the nine-

year settlement period involves claims that would not be collectible. (Id.) They

apparently fear a scenario where class members will be subject to collection efforts from

collectors who will not tell them that some of the claims which are the subject of these

efforts are time-barred.

First of all, the debt forgiveness would confer a significant monetary benefit

approximating the amount of the loans. Courts frequently include debt forgiveness in

the value of settlements. See Cosgrove v. Citizens Auto. Fin., Inc., No. 09-1095, 2011

U.S. Dist. LEXIS 95656 (E.D. Pa. Aug. 25, 2011) (holding that “debt forgiveness

provides a valuable award to class members” and forgiveness need not be considered a

“nonmonetary award . . . that ‘deserve[s] careful scrutiny to ensure that it ha[s] actual

value to the class.”) (citing Fed. R. Civ. P. 23, Advisory Committee's Note)); Cullen v.

Whitman Med. Corp., 197 F.R.D. 136, 147 (E.D. Pa. 2000) (holding that the proposed

student loan forgiveness might not “have the same value as cash in hand” but was of

value given student credit reports would be cleared of default). Second, since Wells

Fargo does not sell its debts, there will be no future “dunning calls” or other collection

pursuits from third parties—regardless of whether or not the statute of limitations has

run. See (Hr’g Tr. 23:6–8); see also (Decl. of Thomas A. Tarter, p. 10).

The Hummels also purport to be concerned with Wells Fargo’s issuance of

1099(c) forms to class members, which are tied to the forgiveness of deficiency balances.

The Hummels cite the Third Circuit Court of Appeals’ decision, Zarin v. Commissioner,

for the proposition that the forgiveness of disputed loan deficiencies should not be

treated as income for tax purposes. 916 F.2d 110, 115 (3d Cir. 1990). They then

speculate that Wells Fargo’s issuance of a 1099(c) form could trigger the IRS to

recompute class members’ taxes and treat the forgiven indebtedness as taxable income,

creating a discrepancy with how class members filed their taxes. (Hr’g Tr. 80:2–10).

Then, according to counsel, class members will have an “illegal burden foisted upon

them that’s improper and illegal under Zarin.” (Hr’g Tr. 84:4–5).

These concerns are as inherently contradictory and vacuous as they sound.

Again, the tax issues which may arise from the issuance of a 1099(c) are purely

speculative. And for Wells Fargo’s part, it believes the IRS requires issuance of the

1099(c), something discussed at length during the settlement negotiations. See (Hr’g

Tr. 100:2–20). The Hummels fail to demonstrate why the issuance of a 1099(c) makes

the Settlement Agreement unfair or unreasonable.

The Hummels also believe there could be possible tax benefits for Wells Fargo for

writing off the debt. (Mem. in Supp. of Mot. to Object to Final Approval, pp. 17–18).

They claim “Wells Fargo will or may have already taken write downs for this $65

million” which is “going to be considerably more than the $15 million being contributed

to this settlement.” (Hr’g Tr. 83:12–14). But they offer no evidence that either (a)

Wells Fargo will derive tax benefits to begin with or (b) that those tax benefits will

exceed the benefits conferred to class members. Furthermore, the Court is tasked with

considering the benefit to the class, not conjectural benefits to Wells Fargo.

3

Third, the Hummels argue the settlement fund is insufficient, and calculate that

class members will receive less than $30 per account while assuming, incorrectly, that

administrative costs will be $2.5 million. (Mem. in Supp. of Objection to Final

Approval, p. 19). However, the parties project the payment per account will be about

$97 while the administrative costs are around $200,000. See (Wells Fargo’s Resp. to

Hummels’ Objection to Mot. for Final Approval, p. 10, ECF No. 98). And even at the

$200,000 number, the costs will not diminish class member’s recovery. Following the

Court’s Preliminary Approval Order, Wells Fargo deposited the $15 million cash

payment into an interest-bearing account, generating approximately $250,000; this

interest alone is enough to cover the estimated administrative costs. See (Hr’g Tr. 7:8–

24). What’s more, the Hummels’ objection takes a myopic view of the Settlement

Agreement’s benefits and fails to account for value conferred by debt forgiveness and

deletion of credit tradelines.

4

Fourth, the Hummels argue that the attorneys’ fee award should be closely

scrutinized, claiming the fees are “excessive” and (again, with no basis) implying

“collusion” between the parties since Wells Fargo did not challenge the fee amount.

(Mem. in Supp. of Objection to Final Approval, pp. 21–23). 5

Nothing supports the Hummels’ bomb throwing. Courts should look closely at

any side agreements6 such as “clear sailing clauses, which amount to ‘agreement[s] by a

settling party not to oppose a fee application up to a certain amount.’” In re Wawa, 85

F.4th 712, 724 (3d Cir. 2023) (quoting Fed. R. Civ. P. 23 Advisory Committee’s Note to

2003 Amendment); see also In re NFL Players Concussion Injury Litig., 821 F.3d at 447

(“We join our sister circuits in declining to hold that clear sailing provisions are per se

bars to settlement approval while nonetheless emphasizing that they deserve careful

scrutiny in any class action settlement.”)

The Settlement Agreement includes language that Wells Fargo “will not oppose

class counsel’s request for the Incentive Payment provided it is consistent with this

Agreement.” (Settlement Agreement ¶ 15.5). But Judge Welsh emphasized that the

amount of attorneys’ fees “was never used as a bargaining chip” in negotiations. (Decl.

of Hon. Diane Welsh, p. 6). And contrary to the Hummels’ characterization of the

settlement process, the protracted litigation—and the proposed Settlement Agreement’s

5 The Court will address the purported “excessiveness” of attorneys’ fees in Part VIII, infra.

6 The term “side agreements” is described under the Federal Rules of Civil Procedure’s

advisory committee notes as agreements negotiated between class counsel and others that though

“seemingly separate . . . may have influenced the terms of the settlement by trading away possible

advantages for the class in return for advantages for others.” See also 7B Charles Alan Wright &

Arthur R. Miller, Federal Practice and Procedure § 1797.5 (3d ed. updated 2023).

benefits to class members—is indicative of zealous advocacy on behalf of class members

and an arms’-length deal absent collusion. See Kao v. CardConnect Corp., 2021 WL

698173, at *7 (E.D. Pa. Feb. 23, 2020); Compare In re Wawa, 85 F.4th 712 (vacating and

remanding attorneys’ fee award as part of a settlement agreement that included, inter

alia, $9 million in gift cards to class members (of which $2.9 million was claimed) and a

“reverter” such that that any court-ordered reduction in the attorneys’ fees would be

returned to the defendant, not the class).

VIII

Plaintiffs seek an attorneys’ fee award of $6 million. “In a certified class action,

the court may award reasonable attorney[s’] fees . . . that are authorized by law or by

the parties’ agreement.” Fed. R. Civ. P. 23(h). Two calculation methods may be used to

determine whether a requested fee award is reasonable: the lodestar and the

percentage-of-recovery methods. See In re Gen. Motors, 55 F.3d at 820-21. The lodestar

method “uses the number of hours reasonably expended” to determine “an adequate fee

irrespective of the monetary value of the final relief achieved for the class.” Id. at 821.

The percentage-of-recovery method “calculates the percentage of the total recovery that

the proposal would allocate to attorneys’ fees by dividing the amount of the requested

fee by the total amount paid out by the defendant[.]” In re Cendant, 264 F.3d at 256.

The percentage-of-recovery method is appropriate where, as here, the value of the

settlement to the class can be readily calculated. See, e.g., In re Rite Aid Corp. Sec.

Litig., 396 F.3d 294, 300 (3d Cir. 2005). Furthermore, the percentage-of-recovery

method is generally favored in cases with a common fund because courts can award fees

from the fund in a way that “rewards counsel for success and penalizes it for failure.”

In re Prudential, 148 F.3d at 333 (internal quotations omitted.)

A

In the Third Circuit, “thorough judicial review of fee applications is required in

all class action settlements.” In re Gen. Motors, 55 F.3d at 819. Courts apply

the Gunter factors to determine if the fee produced is reasonable. See Gunter v.

Ridgewood Energy Corp., 223 F.3d 190, 195 n.1 (3d Cir. 2000). Those factors include:

(1) the amount of the value created and the number of persons

benefitted; (2) the presence or absence of substantial objections by

members of the class to the settlement terms and/or fees requested

by counsel; (3) the skill and efficiency of the attorneys involved; (4)

the complexity and duration of the litigation; (5) the risk of

nonpayment; (6) the amount of time devoted to the case by

plaintiff's counsel; (7) the awards in similar cases[.]

In re Diet Drugs Prod. Liab. Litig., 582 F.3d 524, 541 (3d Cir. 2009). These factors

“need not be applied in a formulaic way . . . and in certain cases, one factor may

outweigh the rest.” Id.

First, the amount of value created and number of persons benefitted favors

approval of this award. The settlement includes a $15 million settlement fund which,

after all expenses are deducted from the fund, is projected to result in a distribution of

just under $100 per class member. Courts have also found it appropriate to value debt

forgiveness for the purposes of determining the reasonableness of attorneys’ fees.

Cullen, 197 F.R.D. 136 at 147; Follansbee v. Discover Fin. Servs., Inc., No. 99 C 3827,

2000 WL 804690, at *2 (N.D. Ill., 2000) (including debt forgiveness in the settlement’s

value and evaluating attorneys’ fees against that value); see also (Dec. of Robert L.

Rossi, p. 6). Here those loans are valued at $65 million. Excluding any benefits that

class members would receive from the deletion of their credit tradelines—a benefit that

class counsel admits would be a difficult to quantify for each class member, see (Hr’g Tr.

35:3–14)—still results in a settlement value of approximately $80 million and militates

toward approval.

Second, the amount of fees sought was clearly outlined in the notice for any class

member to object and there was only one objection to the fee award—that jointly filed

by the Hummels and their bankruptcy lawyer. The Hummels characterize the

attorneys’ fees as “excessive,” asserting the $6 million to be 40 percent of a $15 million

settlement. (Mem. in Supp. of Objection to Final Approval, p. 17). They fail to account

for the benefits of debt forgiveness conferred on class members, which are quantifiable.

This factor favors approval.

Third, the skill and efficiency of class counsel warrants approval of the award.

As discussed above, Plaintiffs’ counsel competently litigated this case for more than

three years. Former Chief Judge of the Eastern District of Pennsylvania, Lawrence

Stengel, has decades of experience in complex litigation. See (Mem. in Supp. of Mot. for

Final Approval, p. 47). Richard Shenkan’s experience in class actions involving

consumer repossession and disclosure notices has been well documented, too. (Id.)

This factor favors approval of the requested award.

Fourth, the case’s complexity and duration supports approval of the award. The

initial complaint was filed in July 2020. (ECF No. 1.) After Wells Fargo removed the

case in September 2020, class counsel filed a first Amended Complaint (ECF No. 24), a

second Amended Complaint (ECF No. 36), defended a Motion to Dismiss (ECF No. 40),

completed informal discovery, and subsequently negotiated the settlement, including

through two mediations. With efforts spanning almost three years, counsel’s requested

fees are justified.

Fifth, counsel litigated this case on a contingency fee basis, risking nonpayment

absent a settlement or favorable judgment at trial. See O’Keefe v. Mercedes-Benz USA,

LLC, 214 F.R.D. 266, 309 (E.D. Pa. 2003) (“Any contingency fee [arrangement] includes

a risk of no payment.”). Success was not guaranteed in this case, and the risk

undertaken by counsel merits approval of the requested fees.

Sixth, class counsel spent more than 2,840 hours on the case, conducting all the

work outlined above and incurring litigation expenses of over $24,000. (Costs Advanced

by Shenkan Injury Lawyers, ECF No. 113–7). The amount of time worked favors

approval.

Seventh, counsel’s request is well within the norm for awards in common fund

cases. In common fund cases, fee awards generally range from 19% to 45% of the

settlement fund. See In re GMC Pick-Up Truck Fuel Tank Prods. Liab. Litig., 55 F.3d

768 (3d Cir. 1995); see also Galt v. Eagleville Hosp., 310 F. Supp. 3d 483, 498 (E.D. Pa.

2018) (“fee awards ranging from 30% to 43% have been awarded in cases with funds

ranging from $400,000 to $6.5 million”). The attorneys’ fees award is 40% of the $15

million cash settlement fund. But, again, courts have included the value of debt

forgiveness when valuing a common fund settlement. See, e.g. Cullen, 197 F.R.D. 136;

see also (Decl. of Robert L. Rossi, p. 6). A $6 million attorneys’ fee award, when cast

against a settlement valued at $80 million, favors approval.

B

The Third Circuit has “suggested that district courts cross-check the percentage

award at which they arrive against the ‘lodestar’ award method.” Gunter, 223 F.3d at

195 n.1. But a lodestar cross-check is “not necessarily determinative.” In re Baby

Prods. Antitrust Litig., 708 F.3d 163, 179-80 (3d Cir. 2013); see also Moore v. GMAC

Mortg., No. 07-4296, 2014 WL 12538188, at *2 (E.D. Pa. Sept. 19, 2014) (“The lodestar

cross-check is ‘suggested,’ but not mandatory.”).

Courts calculate the lodestar award “by multiplying the number of hours

reasonably worked on a client’s case by a reasonable hourly billing rate for such

services based on the given geographical area, the nature of the services provided, and

the experience of the attorneys.” Chakejian v. Equifax Info. Servs., LLC, 275 F.R.D.

201, 216 (E.D. Pa. 2011) (internal quotation marks omitted). Courts “should apply

blended billing rates that approximate the fee structure of all the attorneys who worked

on the matter” and “may rely on summaries submitted by the attorneys and need not

review actual billing records.” In re Rite Aid, 396 F.3d at 306. “The lodestar cross-

check calculation need entail neither mathematical precision nor bean-counting.” Id.

(footnote omitted).

Class counsel applied the billing rates provided by the Community Legal

Services of Philadelphia attorney fee schedule to calculate the lodestar for each of the

attorneys who worked on the case. See (Suppl. Brief in Supp. of Mot. for Final

Approval, pp. 5–7; 27–28, ECF No. 114).7 Counsel spent more than 2,840 hours on this

7 Richard Shenkan, Christopher Hogg and Jenna Townsend provided summaries of their

hours worked on the case and their respective hourly billing rates, and the Court also performed an

in camera review of their time records and an independent lodestar cross-check analysis. Shenkan

billed 1,350 hours at $850 per hour; Hogg billed 1,182.7 hours at $595 per hour; and Townsend billed

304.2 hours at $495 per hour. Former Chief Judge Stengel also provided a declaration that he billed

$800 per hour, indicating he spent more than six hours on the case. See (Decl. of Lawrence F.

Stengel, ECF No. 110–1); see also (Suppl. Brief in Supp. of Mot. for Final Approval, p. 5).

matter, with a blended billing rate (based on number of hours worked by attorneys at

their respective hourly rates) of approximately $706 per hour, totaling a lodestar

amount of approximately $2 million.8 This results in a lodestar multiplier of three, well

within the range of reasonableness recognized by courts. See (id.) The Third Circuit

has recognized that multipliers “ranging from one to four are frequently awarded in

common fund cases when the lodestar method is applied.” In re Prudential, 148 F.3d at

341. Given the facts of this case, a lodestar multiplier of three does not require the

Court to reduce the requested fees.

Reimbursement from the fund for counsel’s $24,689.33 in litigation expenses is

also appropriate. See Lachance v. Harrington, 965 F. Supp. 630, 651 (E.D. Pa. 1997)

(“[A]n attorney who has created a common fund for the benefit of the class is entitled to

reimbursement of his reasonable litigation expenses from that fund.”). Counsel has

submitted a Declaration outlining the firm’s expenses incurred during this litigation.

(ECF No. 113–7). The expenses incurred were necessary for the effective handling of

this matter, and counsel is entitled to their attorneys’ fees and expenses, plus interest

at the same rate and for the same period as earned by the Settlement Fund.

IX

Finally, the eight Named Plaintiffs each seek an award of $10,000. Courts

regularly “approve incentive awards to compensate named plaintiffs for the services

they provided and the risks they incurred during the course of the class action

8 The Court’s total lodestar calculation of approximately $2 million differs slightly from the

$2.09 million calculation that class counsel provided. See (Suppl. Brief in Supp. of Mot. for Final

Approval, p. 6). This discrepancy in total lodestar amounts derives from differences calculating the

amount Shenkan billed. But either calculation of the total lodestar establishes a reasonable

multiplier—the Court’s calculation creates a multiplier of three, compared to class counsel’s

calculation which creates a multiplier of 2.9.

litigation.” McDonough v. Toys R Us, Inc., 80 F. Supp. 3d 626, 665 (E.D. Pa. 2015)

(citations and internal quotations omitted). Courts need not employ factors to

determine the amount of the class representative awards, as it does when awarding

attorneys’ fees. See In re Innocoll, 2022 WL 16533571, at *12. Here, Named Plaintiffs

took substantial efforts on behalf of the class and engaged in more than three years of

litigation before reaching the Settlement Agreement. See (Supp. Brief in Supp. of

Incentive Awards, ECF No. 116). Their requests are reasonable given the time spent

on this case and success obtaining a class settlement.

An appropriate Order follows.

BY THE COURT:

/s/ Gerald J. Pappert

Gerald J. Pappert, J.