Thomas

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF OHIO

WESTERN DIVISION

JASON THOMAS, et al.,

Plaintiffs, Case No. 1:24-cv-422

v. JUDGE DOUGLAS R. COLE

MITSUBISHI ELECTRIC

AUTOMOTIVE AMERICA, INC.,

Defendant.

OPINION AND ORDER

This putative class action lawsuit stems from a wage-and-hour dispute

between Mitsubishi Electric Automotive America, Inc., and its hourly employees.

Plaintiff, on behalf of himself and all others similarly situated, now seeks to settle his

claims with Mitsubishi. Plaintiff moves, without opposition, for preliminary

certification of the putative class for settlement purposes and for preliminary

approval of the settlement. (Doc. 27). At the same time, Plaintiff moves for leave to

file an Amended Complaint (Doc. 26). For the reasons discussed below, the Court

GRANTS Plaintiff’s Motion for Leave to File First Amended Complaint (Doc. 26),1

GRANTS Plaintiff’s Unopposed Motion for Preliminary Approval of Class Action

Settlement (Doc. 27), and as a result, PRELIMINARILY CERTIFIES the class, and

PRELIMINARILY APPROVES the proposed class action settlement.

1 The Court notes that an Amended Complaint (Doc. 25) was filed on Tuesday, April 22, 2025,

but the Motion for Leave to File First Amended Complaint (Doc. 26) was filed on Friday,

April 25, 2025. Because the Plaintiff needed the Court’s consent to file an amended complaint

at this juncture, Fed. R. Civ. P. 15(a), the Court will cite to the Amended Complaint attached

as Exhibit A to the Motion for Leave to File (Doc. 26-1).

BACKGROUND2

Mitsubishi is a large manufacturer and seller of electrical and electronic

products and systems for automobiles. (Doc. 26-1, #191). It operates many facilities,

employing over 1,000 individuals, but two major plants are relevant here: one in

Mason, Ohio, and the other in Maysville, Kentucky. (Id. at #189, 191). The Mason,

Ohio, facility also serves as Mitsubishi’s U.S. headquarters. (Id. at #189).

As a large employer, Mitsubishi utilizes an electronic timekeeping system to

track employees’ work hours and overtime. (Id. at #191). The timekeeping policies

related to that system form the basis of this lawsuit. Plaintiffs claim that, until March

2024, Mitsubishi had a rounding policy that effectively undercompensated employees.

(Id. at #191–93; Doc. 27, #209 n.1). Mitsubishi no longer employs that rounding

policy. (Doc. 27, #209 n.1). But while it was in place, if employees clocked in before

the start of their shift, the system rounded the time to their shift start, thereby not

counting the minutes they arrived early. (Doc. 26-1, #192). Similarly, the system

would not count if the employee clocked out after their shift ended. (Id.). For example,

Thomas alleges that one day he arrived at 15:23, but the system marked it as 15:30,

the official start of his shift. (Doc. 27, #208). On a different occasion, he clocked out

at 2:04, but the system rounded it down to 2:00. (Id. at #209). He claims that he, and

the other employees, were not compensated for these extra minutes, and this

rounding “disproportionally benefit[ed]” Mitsubishi. (Doc. 26-1, #192).

2 Because the Court later grants the Motion for Leave to File First Amended Complaint (Doc.

26), see infra Part A, the Court cites the Amended Complaint (Doc. 26-1) in relaying the

relevant background. But it notes that Mitsubishi, in the proposed class action settlement,

denies any wrongdoing. (Doc. 27-1, #265).

Fed up with the rounding policy, Jason Thomas filed this lawsuit on August 9,

2024. (Doc. 1). Thomas worked in the Mason, Ohio, facility from June 22, 2019, to

February 7, 2025. (Doc. 26-1, #189). In the Amended Complaint (Doc. 26), which the

Court grants leave to file below, see infra Part A, Thomas adds another named

plaintiff, Joseph Horner. (Doc. 26-1, #189). Horner worked in the Maysville,

Kentucky, facility from March 5, 2018, through December 15, 2022. (Id.). Plaintiffs

bring this action as both a collective action under the FLSA and as a class action

under Rule 23. (Id. at #193–97). In the Amended Complaint, Plaintiffs assert four

claims: unpaid wages and unpaid overtime under the FLSA (Counts I and II), which

are the collective action claims, and the same under Ohio and Kentucky state law

(Counts III and IV, respectively), which are the class action claims.3 (Id. at #197–

202).

After mediation and subsequent negotiation, the parties now seek to bring this

dispute to a close by settling all of the claims at issue, including the individual

Plaintiffs’ state and federal claims, the putative class members’ state claims, and the

collective members’ FLSA claims (to the extent that other persons file consents to join

this action). (Doc. 27). The proposed settlement agreement generally defines the class

as “all Mason, Ohio Settlement Class Employees and Maysville, Kentucky Settlement

Class Employees.” (Doc. 27-1, #243). The former group includes “all non-exempt

employees of [Mitsubishi] who worked at its facility in Mason, Ohio at any point from

3 The Amended Complaint differs from the original Complaint by adding factual allegations

regarding the Kentucky facility and the related Kentucky law claim; otherwise, the FLSA

claims and Ohio law claim remain the same. (Doc. 1; Doc. 26-1, #184).

October 24, 2021, to May 11, 2024.” (Id. at #239). And the latter group likewise

comprises all non-exempt employees who worked at the Maysville, Kentucky, facility

during that same time period. (Id.). The proposed agreement then goes on to release

“any and all state and local claims arising from [Settlement Class member’s]

employment that have been asserted in the Action.” (Id. at #246–47). For those

Settlement Class Members who file claim forms (which include consents to join the

FLSA collective action), they also release all related federal law claims. (Id. at #246–

47). Mitsubishi, in turn, agrees to pay $515,000 into a non-reversionary common fund

that will settle all of the released claims. (Id. at #239, 254).

Assuming the Court preliminarily approves the agreement, Mitsubishi will

provide the contact information, payroll information, and any other data necessary

to the settlement administrator. (Id. at #253). Within fourteen days after the

administrator receives the necessary employee information from Mitsubishi, the

administrator will mail the proposed settlement notice to all Settlement Class

employees. (Id. at #254–55). Settlement Class employees generally will have sixty

days to submit claim forms, opt-out statements, or objections.4 (Id. at #240). Those

who submit claim forms will be Participating Class Members. (Id.). And the claim

form will include a consent to join the FLSA claims in the action. (Id. at #293–94).

The settlement agreement further contemplates that the settlement

administrator will establish a qualified settlement fund (QSF) according to 26 C.F.R.

4 In the event the administrator re-mails the claim form to specific individuals, the

Participation Deadline will extend either thirty days from when the new mail was sent or

seventy-five days from the original mailing date, whichever is earlier. (Doc. 27-1, #240).

§ 1.468B-1. (Id. at #254). Within 30 days, Mitsubishi will fund the QSF with $515,000.

(Id.). From there, the settlement administrator will set aside $5,000 as a reserve fund

to be used for paying amounts “to Participating Class Members who dispute their

allocation amounts, to individuals who were not identified as Settlement Class

Employees but have a good faith claim for participation in the settlement, or any

other reasonable purpose.” (Id.). Once the sixty-day deadline passes for Settlement

Class members to file claims (with those who do so becoming Participating Class

Members), the administrator will disburse the common fund in the manner set forth

by the agreement and described below, and no funds will revert to Mitsubishi. (Id.).

The settlement administrator will disburse available amounts from the

common fund on a pro rata basis according to Participating Class Members’ eligible

work weeks. (Id. at #244). More specifically, before the participation deadline, the

administrator will determine each Settlement Class Employee’s estimated allocation,

or pro rata share, by “dividing th[at] Settlement Class Employee’s Eligible

Workweeks by the total combined Eligible Workweeks for all Settlement Class

Employees.” (Id.). Then, for employees who opt-out or do not timely submit a claim

form, and thus do not become Participating Class Members, their preliminary

allocation will be added back to the total fund. (Id.). Finally, once the participation

deadline passes and the Court enters final approval, the administrator will determine

each Participating Class Member’s final proportionate share of the net settlement

amount by “dividing the Participating Class Member’s Eligible Workweeks by the

total combined Eligible Workweeks of all Participating Class Members.” (Id.). In

other words, each Participating Class Member will be assigned a percentage of the

funds to be distributed, but Settlement Class Members who are not Participating

Class Members (because they opted out or did not return a claim form) will not receive

payment.

Payments to the Participating Class Members will eventually come from a

portion of the $510,000 referenced above (i.e., the $515,000 payment, less the $5,000

set aside for the reserve fund). First, though, the administrator will use those funds

to pay class counsel and the named plaintiffs. (Id. at #245). Starting with the latter,

the parties agree that named plaintiff Jason Thomas shall receive a gross amount not

to exceed $10,000 and named plaintiff Joseph Horner an award not to exceed $2,500,

with the exact amounts, subject to those limits, up to the Court. (Id.). Attorneys’ fees,

for their part, will not exceed one-third of the common fund, determined to be

$171,666.67, and costs and expenses will not exceed $15,000. (Id.). Again, though, the

Court will determine the precise amounts of each. (Id.). The common fund will also

be used to pay reasonable settlement administration costs. (Id. at #253). Finally, the

net amount of the $510,000 remaining after the payment of the above-identified costs

will be available for distribution to each Participating Class Member pursuant to the

percentage calculated as described above. (Id. at #239, 244).

The settlement agreement also provides for the treatment of any unclaimed or

unused amounts. Start with the former. As to any checks issued to Participating

Class Members that go uncashed, the settlement administrator will retain the funds

until all such unclaimed checks are void. (Id. at #260). Within thirty days of that, the

administrator will distribute to the State of Ohio Department of Commerce

Unclaimed Funds program the aggregate amount of the unclaimed Participating

Class Member check amounts that would have gone to Participating Class Members

who are part of the Mason, Ohio, Settlement Class Employees. (Id.). Similarly, any

unclaimed funds that were intended for Participating Class Members from the

Maysville, Kentucky, Settlement Class Employees will go to the Commonwealth of

Kentucky Treasurer’s Unclaimed Property program. (Id.).

“Unused reserve funds” by contrast refers to any portion of the $5,000 set aside

for the reserve fund that the administrator does not use. As to those amounts, the

administrator will first attempt to distribute the funds to Participating Class

Members on a pro rata basis. (Id.). If that proves economically infeasible, though,

then the funds will be distributed on a cy pres basis to Legal Aid Society of Greater

Cincinnati and Legal Aid of the Bluegrass, with 50% going to each (i.e., a maximum

of $2,500 to each if the settlement administrator uses none of the reserve funds). (Id.

at #260–61).

ILYM Group, Inc., a company experienced in class action claim administration,

will process class claims and distribute payments to the class; process and disburse

attorneys’ fee awards and service awards; and provide notice to the class. (Id. at

#253). To effectuate notice, ILYM Group will do a few things. As mentioned above,

first, Mitsubishi will provide the contact information to ILYM Group. (Id.). Within

fourteen days of receiving the contact information, ILYM Group will mail the Court-

approved settlement notice and claim form to all settlement class employees. (Id. at

#254–55). For those employees with a known email address, the administrator will

also email a link to the case website. (Id.). The case website will contain the

settlement notice and allow settlement class employees to submit their claim form

electronically. (Id.). Additionally, the administrator will create a toll-free telephone

number, email address, and mailing address to enhance communication with

settlement class employees. (Id. at #264). Lastly, the administrator will provide

periodic updates to counsel, including forwarding contact information for settlement

class employees with questions for class counsel. (Id.).

The Court has reviewed the proposed settlement agreement, (Doc. 27-1), and

Plaintiffs’ Unopposed Motion for Preliminary Approval (Doc. 27). The Court also has

reviewed the Amended Complaint (Doc. 26-1). The matters are ripe for review.

LEGAL STANDARD

Generally, a party may amend its pleading once as a matter of course. But in

all other cases, it may amend only with the opposing party’s consent or with leave of

the Court. Fed. R. Civ. P. 15(a). Federal Rule of Civil Procedure 15(a)(2) provides that

the Court “should freely give leave when justice so requires.”

Turning to the class issues, Federal Rule of Civil Procedure 23(e)(1)(B) directs

a court to determine, at the preliminary-approval stage, whether it will likely be able

to (1) approve the proposed settlement agreement under Rule 23(e)(2) and (2) finally

certify the class for purposes of judgment. Rule 23(e)(2), in turn, governs when a court

may, assuming it has already certified a class, approve a class action settlement. That

provision requires the Court to determine whether the proposed settlement is “fair,

reasonable, and adequate.” Fed. R. Civ. P. 23(e)(2). Putting those together, at the

preliminary-approval stage the Court’s job is to determine whether the proposed class

likely meets Rule 23’s requirements and the proposed settlement is likely to be a “fair,

reasonable, and adequate” disposition of the class claims, all subject to later

confirmation at the final approval hearing.

LAW AND ANALYSIS

The Court will first address the Motion for Leave to File a First Amended

Complaint (Doc. 26). Because the Court grants that Motion, the Court will then

analyze the Unopposed Motion for Preliminary Approval of Class Action Settlement

(Doc. 27), incorporating the Amended Complaint. Ultimately, the Court grants

preliminary certification of the class and preliminary approval of the settlement

agreement. (Doc. 27).

A. Amended Complaint

Here, the parties agreed that the Plaintiffs would seek leave to file this

Amended Complaint as part of the settlement process. (Doc. 26, #184). So Mitsubishi

does not oppose the motion. (Id.). The Amended Complaint substantially repeats the

claims alleged in the original Complaint, but it extends those claims to cover the

Maysville, Kentucky, facility, too. (Id.). It also adds Joseph Horner as a second named

plaintiff in order to represent the Kentucky plant. (Id.). Because this motion is

unopposed and Rule 15 has a “liberal policy of permitting amendments,” the Court

GRANTS Plaintiff’s Motion for Leave to File First Amended Complaint (Doc. 26).

Therefore, the Court will treat the Amended Complaint, (Doc. 26-1), as the operative

complaint in this Opinion and Order.

B. Preliminary Approval of Class Action Settlement

To preliminarily approve the class action settlement, the Court must first

decide whether to preliminarily certify the class and then decide whether the

agreement is a “fair, reasonable, and adequate” disposition of the case. The Court

starts with the former inquiry and determines that the five factors for class

certification are likely met here. Thus, the Court preliminarily certifies the class for

settlement purposes. Then, the Court turns to the substance of the agreement.

Finding that the settlement agreement is fair, reasonable, and adequate, the Court

preliminarily approves the agreement.

1. Preliminary Class Certification for Settlement Purposes

Rule 23 allows a class to be certified only if:

(1) the class is so numerous that joinder of all members is impracticable;

(2) there are questions of law or fact common to the class; (3) the claims

or defenses of the representative parties are typical of the claims or

defenses of the class; and (4) the representative parties will fairly and

adequately protect the interests of the class.

Fed. R. Civ. P. 23(a). And on top of the four Rule 23(a) requirements, each of which

must be met, a class also must satisfy one of Rule 23(b)’s conditions. The parties here

rely on Rule 23(b)(3), (Doc. 27, #220–221), which requires “that the 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.”

a. Numerosity, Commonality, Typicality, and Adequacy

The Court preliminarily finds that all four Rule 23(a) requirements are met as

to the nationwide class. The putative class contains approximately 1,052 individuals

in total: 635 from the Mason, Ohio, facility and 417 from Maysville, Kentucky. (Doc.

27, #221). This clearly meets the numerosity requirement. See, e.g., Hunter v. Booz

Allen Hamilton Inc., No. 2:19-cv-411, 2023 WL 3204684, at *3 (S.D. Ohio May 2, 2023)

(finding that 647 class members meets the numerosity requirement).

Commonality and typicality are also satisfied. To demonstrate questions of law

or fact common to the class, Plaintiffs must show that the putative class claims

“depend upon a common contention” that is “of such a nature that it is capable of

classwide resolution,” such that determination of the contention’s “truth or falsity”

will resolve a central issue to the claims “in one stroke.” Wal-Mart Stores, Inc. v.

Dukes, 564 U.S. 338, 350 (2011). Typicality similarly requires that the named

plaintiffs’ claims “arise[] from the same event or practice or course of conduct that

gives rise to the claims of other class members.” Miller v. Charter Nex Films -

Delaware, OH, Inc., No. 2:18-cv-1341, 2020 WL 2896913, at *4 (S.D. Ohio June 2,

2020) (quotation omitted).

Plaintiffs and the putative class members here premise their claims on one

policy: Mitsubishi’s timekeeping and rounding system. (Doc. 26-1, #191–93; Doc. 27,

#222). While the exact records showing when an employee clocked in or out vary from

employee to employee, the overarching question is whether Mitsubishi utilized a

rounding system that effectively did not credit an employee for time if he or she

clocked in early or clocked out late. If Mitsubishi had such a policy, then the question

is whether that policy violated the FLSA and corresponding state law. This question

is common to the class, and answering the question does not require individualized

proof; its truth or falsity is capable of resolution “in one stroke.” In re Cinfed Fed.

Credit Union Data Breach Litig., No. 1:23-cv-776, 2024 WL 6076646, at *4 (S.D. Ohio

Sep. 10, 2024) (quoting Wal-Mart, 564 U.S. at 350). Furthermore, named plaintiffs

Thomas and Horner’s claims arise from this rounding policy. (Doc. 27, #208–09, 223).

Commonality and typicality are therefore present.

That leaves adequacy, which the Court likewise concludes is satisfied. Class

representatives adequately represent the class when they (1) share common interests

with the absent class members, and (2) “vigorously prosecute the interests of the class

through qualified counsel.” Hunter, 2023 WL 3204684, at *4 (quotation omitted). The

Court finds that Plaintiffs have adequately pursued the interests of the class thus far

and that Plaintiffs’ interests largely align with the putative class members’ interests.

Named Plaintiffs Thomas and Horner both allege they were undercompensated due

to this rounding policy, like the other putative class members. (Doc. 27, #208–09,

223). Plaintiff Horner, in particular, was added as a named plaintiff because of his

efforts to pursue the interests of the Maysville, Kentucky, plant employees.

Evidently, he succeeded, given the addition of that facility to the settlement

agreement. (Doc. 27, #219–20, 223). Moreover, Plaintiffs secured a sizeable common

fund in a timely fashion. (Doc. 27-2, #307 (describing how damages model was created

based on pay data for 15% of potential class members for both Ohio and Kentucky

class members), 309 (determining the “overall potential exposure” to Mitsubishi was

$605,373.71, so the common fund represents 85% of total lost backpay)).

The Court does note, however, that in providing for potential service awards to

class representatives, the agreement creates at least the potential for conflicting

interests. See Hawes v. Macy’s Inc. (Hawes II), Nos. 1:17-cv-754, 2:20-cv-81, 2024 WL

2125640, at *6 (S.D. Ohio May 13, 2024) (citing In re Dry Max Pampers Litig., 724

F.3d 713, 722 (6th Cir. 2013)). But because the agreement merely raises the

possibility of such awards, and does not make final approval contingent on the Court

granting them, this does not prevent preliminary certification and approval. That

said, the Court encourages Plaintiffs to remain mindful of the intended purpose of

service awards—compensating class representatives for their efforts on behalf of the

class, not providing class representatives a windfall—when making their later

request on this front. (Doc. 27, #219–20).

In sum, the Court finds that Rule 23(a)’s requirements are met for provisional

certification purposes.

b. Predominance and Superiority

The Court likewise finds that the class action meets Rule 23(b)(3)’s

requirements that (1) the question common to the class predominates, and (2) the

class action mechanism is superior to other adjudication methods.

To evaluate predominance, the Court must consider whether “adjudication of

questions of liability common to the class will achieve economies of time and expense.”

Pickett v. City of Cleveland, 140 F.4th 300, 310 (6th Cir. 2025) (quotation omitted).

The Court must ask, in other words, “whether a common question is at the heart of

the litigation.” Id. (cleaned up). Here, the common factual question of whether

Mitsubishi employed this alleged rounding policy and the common legal question of

whether this policy undercompensated employees in violation of the FLSA and

related state law form “the heart” of this lawsuit. The only differences among class

members are the number of uncompensated minutes. And on that front, the proposed

settlement’s claim system pays participating class members a pro rata share based

on their number of eligible workweeks. (Doc. 27-1, #244). While this does not

compensate class members down to the exact minute, it does provide some assurances

that the common question of liability will be resolved in a manner that is fair and

equitable to each class member, and does so in a way that “achieves economies of time

and expense.” Pickett, 140 F.4th at 310.

As for superiority, the Court considers the difficulties of managing a class

action, the alternative adjudication methods to a class action, and the nature of the

class claims. Martin v. Behr Dayton Thermal Prods. LLC, 896 F.3d 405, 415–16 (6th

Cir. 2018) (quotation omitted). A class action better addresses the claims at issue here

than individualized actions would, and is thus more efficient than, and superior to,

individualized litigation. If each class member were to prosecute his or her own claim,

it would likely be cost prohibitive and not worthwhile given that the amount in

dispute per head is relatively small. On the flip side, if Mitsubishi were required to

defend individual lawsuits, those costs could exceed the benefit made available to

employees through the common fund. As a result, a class action is the superior

mechanism, in that it allows the employees to recover for the alleged harm, where

that may not be possible otherwise.

The Court, in sum, finds that, at this preliminary stage, the common questions

of law and fact predominate and that the class action vehicle is the superior method

for resolving Plaintiffs’ claims. Accordingly, the Court preliminarily certifies the

proposed nationwide class as defined in the settlement agreement.

Moreover, the Court provisionally appoints Plaintiffs Jason Thomas and

Joseph Horner as class representatives. And upon considering the factors in Rule

23(g)(1), the Court concludes that Plaintiffs’ counsel is experienced in handling class

actions, knowledgeable on the applicable law, and will ably discharge their duties as

class counsel. (See Doc. 27-2, #304–06 (documenting counsel’s qualifications and

history of handling wage-and-hour class actions), 310–11 (describing the work

performed by Plaintiffs’ counsel so far)). Accordingly, the Court provisionally appoints

J. Corey Asay of HKM Employment Attorneys LLP as class counsel. Lastly, the Court

provisionally appoints ILYM Group, Inc., as the settlement administrator.

2. Fairness of the Proposed Settlement

The Court now considers Rule 23(e)(1)’s second prerequisite to preliminary

class action settlement approval—that the Court would approve the proposed

settlement under Rule 23(e)(2) as “fair, reasonable, and adequate.” Fed. R. Civ. P.

23(e)(2). This turns on whether (1) the class representatives and class counsel have

adequately represented the class; (2) the proposed settlement was negotiated at arm’s

length; (3) the settlement adequately compensates the class; and (4) the settlement

treats class members equitably relative to each other. See Hawes v. Macy’s Inc.

(Hawes I), 2023 WL 8811499, at *10 (S.D. Ohio Dec. 20, 2023) (finding that Rule

23(e)(2)’s new factors subsume the factors described in UAW v. Gen. Motors Corp.,

497 F.3d 615, 631 (6th Cir. 2007)).

a. Adequacy of Representation

The Court finds, for the same reasons described above when preliminarily

certifying a class, see supra Part B.1, that the class representatives and class counsel

have adequately represented the interests of the class.

b. Arm’s Length Negotiations

The Court is satisfied, based on class counsel’s representation and the mutual

concessions in the proposed settlement agreement, which were largely determined

during mediation, (see, e.g., Doc. 27, #210), that the settlement was negotiated at

arm’s length and was not plagued by fraud or corruption. See Todd S. Elwert, Inc.,

DC v. All. Healthcare Servs., Inc., Nos. 5:15-cv-2223, 3:15-cv-2673, 2018 WL 4539287,

*2 (N.D. Ohio Sept. 21, 2018) (“Courts presume the absence of fraud or collusion

unless there is evidence to the contrary.” (cleaned up)).

c. Adequacy of Relief

The Court finds that the settlement agreement adequately compensates the

class. Rule 23(e)(2)(C) instructs the Court to consider: (1) “the costs, risks, and delay

of trial and appeal”; (2) “the effectiveness of any proposed method of distributing

relief to the class”; and (3) “the terms of any proposed award of attorney’s fees.”5

Here, the potential costs and risks of litigation could be significant for both

Mitsubishi and Plaintiffs. If this case proceeded to summary judgment or trial,

Mitsubishi would face significant discovery costs concerning the timekeeping records

and would risk a higher adverse judgment. And if the class cannot prove that

Mitsubishi failed to adequately compensate them, they risk recovering nothing.

Against that backdrop, the proposed settlement agreement provides adequate

relief. Specifically, class counsel’s analysis showed that Mitsubishi’s “overall

potential exposure” for lost pay and overtime damages was $605,373.71. (Doc. 27-2,

#309). The amount of the agreed common fund, $515,000, thus “represents 85% of the

Class Members’ total lost backpay.” (Id.). That is an adequate recovery in light of the

costs, risks, and delay of trial and appeal.

As for distributing relief, the Court foresees no issues. This case centers on

Mitsubishi’s timekeeping system, records of which are in Mitsubishi’s possession.

And because Mitsubishi possesses records for who it employed during the relevant

period, the Court anticipates little difficulty in disseminating notice and providing

payments to the class. Beyond that, as the Court explains further below, the

settlement appropriately compensates class members in a pro rata fashion according

to their respective losses. See infra Part B.3.

5 The parties identified no agreements (other than the settlement agreement) that are

relevant to the Court’s consideration, so the fourth adequacy of relief prong is not relevant.

See Fed. R. Civ. P. 23(e)(2)(C)(iv).

The attorneys’ fees award does not weigh against the adequacy of class

recovery either.6 The parties agreed that class counsel will limit any attorneys’ fee

request to a maximum of one-third of the common fund, or $171,666.67. (Doc. 27-1,

#245–46). This proportion is routinely awarded for class action settlements within

the Sixth Circuit. See, e.g., In re Auto. Parts Antitrust Litig., No. 12-md-02311, 2022

WL 4385345, at *2–3 (E.D. Mich. Sept. 22, 2022) (approving a one-third fee out of

$700,000 common fund); In re Nat. Century Fin. Enters., Inc. Inv. Litig., No. 2:03-md-

1565, 2009 WL 1473975, at *3 (S.D. Ohio May 27, 2009) (approving attorneys’ fees of

30% of settlement amount, approximately $120,000). More importantly, the Court

retains authority to adjust attorneys’ fees as part of the final approval process. So, if

the requested fees are too high on the facts here, the Court can address that down

the road, meaning that attorneys’ fees do not counsel against preliminary approval.

d. Equitable Treatment Among Class Members

The Court finds that the settlement treats the class members equitably. The

agreement provides for pro rata payments to all class members who submit valid

claims based on their eligible workweeks. Presumably, any underpayments based on

rounding accrued over time in a manner roughly proportional to the weeks worked.

So the payments are “directly tied to the claims of and harms allegedly suffered by

the Class Members.” Carr v. Guardian Healthcare Holdings, Inc., No. 2:20-cv-6292,

6 As with the potential service awards, the Court will scrutinize the amount of attorneys’ fees

actually sought as part of the final approval process.

2022 WL 501206, at *8 (S.D. Ohio Jan. 19, 2022). Thus, the Court is satisfied that the

settlement agreement treats class members equitably.

But there’s one other thing worth noting here—class representative service

awards. While such awards do not directly impact the question of equitable treatment

(given that the settlement agreement does not stipulate a fixed service award, only a

maximum), those awards nonetheless indirectly impact the question of equitable

treatment. Thomas intends to seek $10,000, and Horner intends to seek $2,500 in

service awards. (Doc. 27-1, #245). Whether those amounts impact equitable

treatment among class members turns on both (1) the average pro rata payments to

Participating Class Members (to see what the proposed service award multiple is),

and (2) how much work Thomas or Horner did in pursuing these claims. Both of those

are challenging to determine at this time. The settlement agreement does not include

an estimated average payout. Nor is the Court certain what effort or expense Thomas

or Horner may have incurred. True, this case involved a lengthy mediation, and

Thomas incurred out-of-pocket expenses to travel to Nashville, Tennessee, for it. (Doc.

27-2, #311–12). And Horner, as previously mentioned, “was critical to inclusion of the

Kentucky Class members.” (Id.). However, the parties did not provide any specific

documentation as to their hours, and the case terminated at a fairly early point in

the process. See In re Cinfed, 2025 WL 1637686, at *16–17 (finding service awards of

$2,000 were excessive, partly because the “case did not involve an answer or a motion

to dismiss, and did not proceed to discovery”). That said, and as already noted, the

Court can address any such concerns as part of setting the actual class representative

service award (if any) at final approval. And on that note, the class representatives

should be prepared to provide justification when they ultimately seek their service

awards.

3. Proposed Notice Plan

Now turn to the adequacy of the notice plan. “For any class certified under Rule

23(b)(3), the court must direct to class members the best notice that is practicable

under the circumstances, including individual notice to all members who can be

identified through reasonable effort.” Fidel v. Farley, 534 F.3d 508, 513 (6th Cir. 2008)

(cleaned up). And the notice must also be “reasonably calculated to reach interested

parties” to satisfy due process. Id. at 514 (quotation omitted). Moreover, Rule

23(c)(2)(B) dictates that the notice describe: “the nature of the action”; “the definition

of the class certified”; “the class claims, issues, or defenses”; that any class member

may enter an appearance through an attorney or opt out; “the time and manner for

requesting exclusion”; and “the binding effect of a class judgment on members under

Rule 23(c)(3).”

After examining the proposed notice here, the Court finds that it satisfies due

process requirements. The notice clearly provides a description of the class as

“current and former hourly employees of [Mitsubishi] who worked at the Mason, Ohio

and/or Maysville, Kentucky facility [] at any time between October 24, 2021 and May

11, 2024.” (Doc. 27-1, #275). It also discusses how employees claim they were not fully

compensated, although it does not specifically describe the rounding policy at issue.

(Id.). Additionally, it explains the common fund that the settlement creates, including

how settlement class members will be paid based on their eligible workweeks, and

directs the reader to visit the settlement website. (Id. at #275–77). It further instructs

the class member on how to submit a claim form, opt out, or object, as well as the

consequences for each choice. (Id.). All told, the notice is easy to understand and

conforms to Fidel’s requirements. And the notice plan, which initially relies on mail

notice, as well as email when known, supplemented with a website and telephone

number, is reasonably calculated to reach the class members and takes the same

approach as many other notice plans. See, e.g., In re Cinfed, 2024 WL 6076646, at *7–

8; Carmen v. Health Carousel, LLC, No. 1:20-cv-313, slip op. at 30–31 (S.D. Ohio June

18, 2024) (located at docket entry 86).

The Court therefore generally approves the notice plan. However, there is an

issue related to the cy pres award description, which the Court discusses below. See

infra Part B.5. Subject to that concern, Mitsubishi will provide the contact

information, including names and addresses of class members, to ILYM Group by

November 19, 2025 (30 days after preliminary approval). (Doc. 27-1, #253). Before

commencing the notice process, ILYM Group shall post this Opinion and Order, the

notice, claim form, and proposed settlement agreement on the settlement website.

ILYM Group shall then commence providing notice within fourteen days of receiving

the contact information (at the latest by December 3, 2025). (Id.). Class members

shall have sixty days after the mailing date (at the latest by February 1, 2026) to opt

out of the class or object to the settlement agreement, in the manner prescribed by

the settlement agreement. (Id. at #240 (referencing the participation deadline)). All

class members who do not timely submit a valid opt-out request will be bound by any

final judgment this Court enters in this case and thereby enjoined from bringing or

prosecuting any action relating to the claims released under the settlement

agreement. (Id. at #276).

5. Cy Pres Award

That leaves one final issue—the settlement agreement’s cy pres provision gives

the Court pause. (Doc. 27-1, #260–61). While analysis of the cy pres award does not

fall under any of the above sections, the Court nonetheless must evaluate the award

when determining whether the proposed settlement agreement is fair. Hawes I, 2023

WL 8811499, at *13. To determine whether the proposed cy pres award is

procedurally fair under Rule 23, the Court considers both the timing and nature of

the award. Id. at *15.7

The timing of the distribution does not strike the Court as procedurally unfair.

That’s because the cy pres provision will come into play only for the unused reserve

funds, not the general common fund, and only if the redistribution of remaining

reserve funds is economically infeasible. (Doc. 27-1, #260–61). And it’s in those

limited circumstances that cy pres awards are considered fair. Jones v. Monsanto Co.,

38 F.4th 693, 698–99 (8th Cir. 2022) (“[U]nclaimed funds may only be distributed cy

pres where existing class-member claimants have been fully compensated and further

7 The Sixth Circuit has not considered whether cy pres awards are fair or equitable under

Rule 23. But in looking to other Circuits, particularly the Eighth Circuit in Jones v. Monsanto

Co., 38 F.4th 693, 698 (8th Cir. 2022), and In re BankAmerica Corp. Sec. Litig., 775 F.3d

1060, 1064 (8th Cir. 2015), the Court finds helpful limiting principles. Hawes I, 2023 WL

8811499, at *13–15 (describing background and state of the law for cy pres awards).

distribution to remaining class members is not feasible.”); see also Hawes I, 2023 WL

8811499, at *15. So the parties “properly resorted to cy pres as a secondary means of

indirect class recovery.” Id.

But the nature of the award, and more specifically the recipients of the cy pres

award, could be more targeted toward the topic at issue in this case: wage-and-hour

claims. Cy pres awards are designed as indirect class recovery, and so should be

designated “consistent with the nature of the underlying action and with the judicial

function.” BankAmerica, 775 F.3d at 1067 (quotation omitted). In other words, the

recipient must “relate directly to the injury alleged in the lawsuit and settled by the

parties.” Id. (cleaned up); see also Hawes I, 2023 WL 8811499, at *15 (collecting

cases). Here, the parties’ suggested recipients are the Legal Aid Society of Greater

Cincinnati and Legal Aid of the Bluegrass, with 50% of any unused reserve funds

distributed to each. (Doc. 27-1, #260–61). Neither organization handles wage-and-

hour disputes, so one could argue that these organizations are unlikely to use the

money (should they receive any) in a way that directly relates to the claims here. That

said, their work does appear to be designed to protect lower-wage earners generally,

a group that may include at least some members of the Settlement Class. In that

sense, class members may benefit at least indirectly. More importantly, the small

amount at issue—a maximum of $2,500 to each cy pres recipient—counsels in favor

of not letting the cy pres award shortcomings upset the settlement apple cart.

On a related note, though, the description of unused reserve funds in the

proposed notice is wanting. Currently, the notice states “[t]he value of [the] uncashed

checks may be redistributed to a charitable purpose.” (Doc. 27-1, #277). To satisfy due

process though, notice must (1) be “reasonably calculated to reach interested parties,”

and (2) “fairly apprise prospective members of the class of the terms of the proposed

settlement so that class members may come to their own conclusions about whether

the settlement serves their interests.” Gooch v. Life Invs. Ins. Co. of Am., 672 F.3d

402, 422–23 (6th Cir. 2012) (quotations omitted). The generic description in the notice

strikes the Court as wrong and/or insufficient in two ways. First, “uncashed checks”

would seem to refer to what the settlement agreement calls “unclaimed funds,” which

escheat to the state. (Doc. 27-1, #260). It is not clear that escheating constitutes

“redistribut[ing] to a charitable purpose.” (Id. at #277). Second, “charitable purpose”

lacks the specificity needed to “fairly apprise” the class members of the potential

destination for the portion of the proposed settlement, if any, that constitute “unused

reserve funds.” Gooch, 672 F.3d at 423. While the reserve funds are only

approximately 1% of the total settlement fund, and any unused portion may be even

smaller, this is still a material term of the proposed settlement and should be clearly

stated in the notice to putative class members. Id.; see also In re Katrina Canal

Breaches Litig., 628 F.3d 185, 198 (5th Cir. 2010). To that end, the Court directs the

parties to revise the notice to more accurately state the disposition of unclaimed and

unused reserve funds, and to submit the revised notice to the Court for review.

CONCLUSION

For the foregoing reasons, the Court GRANTS Plaintiff’s Motion for Leave to

File First Amendment Complaint (Doc. 26). The Court further:

e PRELIMINARILY CERTIFIES, for settlement purposes only, the class as

defined in the settlement agreement, (Doc. 27-1, #239, 243);

e PRELIMINARILY APPROVES the proposed settlement agreement, (see

generally Doc. 27-1);

e DIRECTS the parties to submit within five days a revised notice form

consistent with the above;

e APPROVES distribution of notice (once revised and approved by the Court)

in accordance with the notice plan as described in the settlement agreement,

(id. at #275-82)),

e APPROVES the use of the proposed claim form, (id. at #293—94);

e PROVISIONALLY APPOINTS Jason Thomas and Joseph Horner as class

representatives;

e PROVISIONALLY APPOINTS J. Corey Asay, from HKM Employment

Attorneys LLP, as counsel for the class;

e PROVISIONALLY APPOINTS ILYM Group, Inc. as _ settlement

administrator;

e ORDERS that class members shall have 60 days from when ILYM Group, Inc.

sends out notice to opt out of the class, to object to the proposed settlement,

and to submit settlement claims;

e ORDERS that any class members who do not timely opt out of the settlement

in the manner provided in the proposed settlement agreement will be bound

by the terms of the settlement upon final approval of the same; and

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e SCHEDULES the final approval hearing for April 8, 2026 at 11:00 a.m. in

Courtroom 805.

SO ORDERED.

October 20, 2025

DATE DOUGLAS R. COLE

UNITED STATES DISTRICT JUDGE

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