Order Granting Final Approval — In re Wright & Filippis, LLC Data Security Breach Litigation, No. 2:22-cv-12908-SFC (Dkt. 51, E.D. Mich.)

Summary

Judge Sean F. Cox of the Eastern District of Michigan entered this order granting final approval on June 20, 2024 in In re Wright & Filippis, LLC Data Security Breach Litigation, Case No. 2:22-cv-12908-SFC, after a Final Approval Hearing on May 30, 2024. The court finally certifies the Settlement Class from its January 4, 2024 Preliminary Approval Order, finds the settlement fair, reasonable and adequate, and records no objections and 11 requests for exclusion. It confirms The Miller Law Firm, P.C. as Chair of Settlement Class Counsel, Chiquita Braggs, Scott Hamilton, Diane Huff, Shawn Kolka and Craig Mejia as Class Representatives, and Epiq Class Action & Claims Solutions, Inc. as Settlement Administrator. The settlement is not an admission of liability by Wright & Filippis, LLC, and attorneys' fees and Service Awards are left to a separate order.

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Case 2:22-cv-12908-SFC-EAS ECF No. 51, PageID.2968 Filed 06/20/24 Page 1 of 13

IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF MICHIGAN

Case No.: 2:22-cv-12908-SFC
IN RE WRIGHT & FILIPPIS, LLC Hon. Sean F. Cox
DATA SECURITY BREACH
LITIGATION
JURY TRIAL DEMANDED

ORDER GRANTING FINAL APPROVAL

WHEREAS, on January 4, 2024, a Preliminary Approval Order was entered

by the Court preliminarily approving the proposed Settlement pursuant to the terms

of the Parties’ Settlement Agreement, and directing that Notice be given to the

Settlement Class.

WHEREAS, pursuant to the notice requirements set forth in the Settlement

Agreement and in the Preliminary Approval Order, the Settlement Class was notified

of the terms of the proposed Settlement, of the right of members of the Settlement

Class to object or opt-out, and of the right of members of the Settlement Class to be

heard at a Final Approval Hearing to determine, inter alia: (1) whether the terms and

conditions of the Settlement Agreement are fair, reasonable, and adequate for the

release of the claims contemplated by the Settlement Agreement; and (2) whether

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the Final Approval Order and Judgment should be entered dismissing this Action

with prejudice;

WHEREAS, a Final Approval Hearing was held on May 30, 2024. Settlement

Class Members were notified of their right to appear at the Final Approval Hearing

in support of or in opposition to the proposed Settlement, the award of attorney’s

fees, costs, and expenses to Class Counsel, and requested Service Awards to Class

Representatives.

NOW, THEREFORE, the Court having heard the presentation of Settlement

Class Counsel and counsel for Defendant, having reviewed all of the submissions

presented with respect to the proposed Settlement, having determined that the

Settlement is fair, reasonable, and adequate, having considered the application for

attorney’s fees, expenses, and costs made by Settlement Class Counsel and the

application for Service Awards to the Class Representatives, and having reviewed

the materials in support thereof, and good cause appearing:

THIS COURT FINDS AND ORDERS AS FOLLOWS:

1. This Final Approval Order hereby incorporates by reference the

definitions in the Settlement Agreement and all terms used herein, except as

otherwise expressly defined herein, shall have the same meanings as set forth in the

Settlement Agreement.

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2. For purposes only of the settlement of the Released Claims as to the

Released Parties set forth in the Settlement Agreement (the “Settlement”), the Court

hereby finally certifies the Settlement Class, as defined in the Court’s January 4,

2024 Preliminary Approval Order. ECF No. 43. Based on the record, the Court

reconfirms the applicable provisions of Rule 23 of the Federal Rules of Civil

Procedure have been satisfied for purposes only of the Settlement.

3. In so holding, the Court finds that, solely for purposes of settlement, the

Settlement Class meets all of the applicable requirements of Fed. R. Civ. P. 23(a)

and (b)(3).

4. The Court hereby finds, in the specific context of this Settlement, that:

(i) the Settlement Class is so numerous that joinder of all Settlement Class Members

is impracticable, Fed. R. Civ. P. 23(a)(l); (ii) common questions of law and fact exist

with regard to the Settlement Class, Fed. R. Civ. P. 23(a)(2); (iii) Plaintiffs’ claims

in this litigation are typical of those of Settlement Class Members, Fed. R. Civ. P.

23(a)(3); and (iv) Plaintiffs’ interests do not conflict with, and are coextensive with,

those of absent Settlement Class Members, all of whose claims arise from the

identical factual predicate, and Plaintiffs and Settlement Class Counsel have

adequately represented the interests of all Settlement Class Members, Fed. R. Civ.

P. 23(a)(4).

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5. The Court also finds that common issues of fact and law predominate

over any questions affecting only individual members and that a class action is

superior to other available methods for fairly and efficiently adjudicating this

controversy. Fed. R. Civ. P. 23(b)(3).

6. This Court has personal jurisdiction over Plaintiffs, Wright & Filippis,

LLC (in this Action only and for purposes of this Settlement), and all Settlement

Class Members and subject matter jurisdiction over the Action to approve the

Settlement Agreement and all exhibits attached thereto under 28 U.S.C. §

1332(d)(2).

7. The Court finds that the Class Notice, website, and Notice Plan

implemented pursuant to the Settlement Agreement and the Court’s Preliminary

Approval Order: (a) constituted the best practicable notice; (b) constituted notice

that was reasonably calculated, under the circumstances, to apprise Settlement Class

Members of the pendency of this Action, of their right to exclude themselves from

or object to the proposed Settlement, of their right to appear at the Final Approval

Hearing, of Plaintiffs Counsel’s application for an award of attorneys’ fee and

expenses, and of Plaintiffs’ application for a Service Award associated with the

Action; (c) provided a full and fair opportunity to all Settlement Class Members to

be heard with respect to the foregoing matters; and (d) met all applicable

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requirements of Federal Rule of Civil Procedure 23, due process, and any other

applicable rules or law.

8. There are no objections and 11 requests for exclusion (i.e., opt-outs) to

the Settlement. Any Settlement Class Members who timely and properly opted out

from the settlement are identified in Exhibit B to Plaintiffs’ Motion for Preliminary

Approval of Class Action Settlement, Declaration of Cameron R. Azari in Support

of Implementation and Adequacy of Notice Plan and Notices, at Attachment 8.

9. The Settlement Class, which will be bound by this Final Approval

Order, shall include all members of the Settlement Class who did not submit timely

and valid requests to be excluded from the Settlement Class.

10. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court

hereby finally approves the Settlement, as set forth in the Settlement Agreement.

11. This Court finds that the Settlement meets all requirements of Rule

23(e) of the Federal Rules of Civil Procedure and is, in all respects, fair, reasonable

and adequate, and in the best interests of the Settlement Class, including Plaintiffs.

12. This Court further finds that the Settlement set forth in the Settlement

Agreement is the result of arm’s-length negotiations between experienced counsel

representing the interests of the Parties, that Settlement Class Counsel and Plaintiffs

adequately represented the Settlement Class for the purpose of entering into and

implementing the Settlement Agreement, that the relief provided for the Settlement

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Class is adequate, and that the Settlement Agreement treats Settlement Class

Members equitably relative to each other.

13. Accordingly, the Settlement embodied in the Settlement Agreement is

hereby approved in all respects. The Parties are hereby directed to carry out the

Settlement Agreement in accordance with all of its terms and provisions, including

the termination provisions.

14. Notwithstanding the entry of this Final Approval Order, if the

Settlement Agreement is validly terminated by Plaintiffs or Wright & Filippis, LLC,

is disapproved or materially modified in whole or in part by the Court, any appellate

court, or any other court of review, or does not become final, then the provisions of

this Final Approval Order dismissing Plaintiffs’ claims shall be null and void with

respect to such Settlement; Plaintiffs’ claims shall be reinstated; Wright & Filippis,

LLC’s defenses shall be reinstated; the certification of the Settlement Class and final

approval of the proposed Settlement, and all actions associated with them, including

but not limited to any requests for exclusion from the Settlement previously

submitted and deemed to be valid, shall be vacated and be of no force and effect; the

Settlement Agreement, including its exhibits, and any and all negotiations,

documents, and discussions associated with it and the releases set forth herein, shall

be without prejudice to the rights of any Party, and of no force or effect; and the

Parties shall be returned to their respective positions as of the Execution Date of the

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Settlement Agreement. Notwithstanding the language in this Paragraph, any

provision(s) in the Settlement Agreement that the Parties have agreed shall survive

its termination shall continue to have the same force and effect intended by the

Parties.

15. The Escrow Account defined in the Settlement Agreement shall be

established as a trust and as a fiduciary account (the “Settlement Fiduciary

Account”). The Court approves the establishment of the Settlement Fiduciary

Account under the Settlement Agreement as a qualified settlement fund pursuant to

Section 468B of the Internal Revenue Code of 1986, and the Treasury Regulations

promulgated thereunder.

16. Without affecting the finality of the Final Approval Order for purposes

of appeal, the Court reserves exclusive jurisdiction over the implementation and

enforcement of the Settlement Agreement and the Settlement contemplated thereby

and over the enforcement of this Final Approval Order. The Court also retains

exclusive jurisdiction over the Settlement, the Settlement Agreement, enforcement

of Court orders relating to the Settlement and the Settlement Agreement, and the

administration and consummation of the Settlement.

17. In addition, without affecting the finality of this Final Approval Order,

Plaintiffs, Wright & Filippis, LLC, and the Settlement Class hereby irrevocably

submit to the exclusive jurisdiction of the U.S. District Court for the Eastern District

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of Michigan for any suit, action, proceeding, or dispute arising out of or relating to

this Final Approval Order or the Settlement Agreement. Any disputes involving

Plaintiffs, Wright & Filippis, LLC, or Settlement Class Members concerning the

implementation of the Settlement Agreement shall be submitted to the Court.

18. Each Settling Class Member must execute a release and covenant not

to sue in conformity with the Settlement Agreement, set forth in the Claim Form and

Release, in order to receive any Settlement Relief defined in the Settlement

Agreement. Notwithstanding the foregoing, each Settling Class Member’s claim

shall be released pursuant to Section 4 of the Settlement Agreement, regardless of

whether the Settling Class Member executes a release and covenant not to sue

pursuant to this paragraph.

19. The Court hereby confirms the appointment of The Miller Law Firm,

P.C. as Chair of Settlement Class Counsel, and Migliaccio & Rathod LLP, Shub &

Johns LLC, and Milberg Coleman Bryson Phillips Grossman, PLLC as Settlement

Class Counsel.

20. The Court hereby confirms the appointment of Plaintiffs Chiquita

Braggs, Scott Hamilton, Diane Huff, Shawn Kolka, and Craig Mejia as Class

Representatives.

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21. The Court hereby confirms the appointment of Epiq Class Action &

Claims Solutions, Inc. and/or its affiliate Hilsoft Notifications as Settlement

Administrator.

22. The Court hereby approves the Releasing Parties’ release of their

Released Claims as set forth in the Settlement Agreement and this Final Approval

Order as of the Effective Date.1

23. As of the Effective Date as defined in the Settlement Agreement, the

release set forth in the Settlement Agreement shall be binding upon Plaintiffs, the

Settlement Class, and the Releasing Parties as to Wright & Filippis, LLC and the

Released Parties.

24. The Court declares that the Settlement Agreement and the Final

Approval Order shall be binding on, and shall have res judicata and preclusive effect

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The release under the Settlement Agreement, Section 4, provides as follows:
Upon the Effective Date, and in consideration of the Settlement Benefits described
herein, the Class Representatives and all Class Members identified in the settlement
class list in accordance with Section 6.4, on behalf of themselves, their heirs, assigns,
executors, administrators, predecessors, and successors, and any other person
purporting to claim on their behalf, release and discharge all Released Claims,
including Unknown Claims, against each of the Released Parties and agree to refrain
from instituting, directing or maintaining any lawsuit, contested matter, adversary
proceeding, or miscellaneous proceeding against each of the Released Parties that
relates to the Data Breach or otherwise arises out of the same facts and circumstances
set forth in the class action complaint in this Action. This Settlement releases claims
against only the Released Parties. This Settlement does not release, and it is not the
intention of the Parties to this Settlement to release, any claims against any third
party. Nor does this Release apply to any Class Member who timely excludes
himself or herself from the Settlement.

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in, all pending and future lawsuits or other proceedings against Wright & Filippis,

LLC involving Released Claims(s), and shall also be binding on the Releasing

Parties and their respective successors and assigns, regardless of whether the

Releasing Party previously initiated or subsequently initiates individual litigation or

other proceedings involving the Released Claims, and even if such Releasing Party

never received actual notice of the Action or the Settlement.

25. The Court permanently bars and enjoins Releasing Parties from: (a)

filing, commencing, prosecuting, intervening in, or participating (as class members

or otherwise) in any other lawsuit or administrative, regulatory, arbitration, or other

proceeding in any jurisdiction against Wright & Filippis, LLC or any of the Released

Parties based on the Released Claims; (b) filing, commencing, or prosecuting a

lawsuit or administrative, regulatory, arbitration, or other proceeding as a class

action on behalf of any Settlement Class Members (including by seeking to amend

a pending complaint to include class allegations or seeking class certification in a

pending action), against Wright & Filippis, LLC or any of the Released Parties based

on the Released Claims; or (c) organizing Settlement Class Members into a separate

group, class, or subclass for purposes of pursuing as a purported class action any

lawsuit or administrative, regulatory, arbitration, or other proceeding (including by

seeking to amend a pending complaint to include class allegations, or seeking class

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certification in a pending action) against Wright & Filippis, LLC or any of the

Released Parties based on the Released Claims.

26. Neither the Settlement Agreement (nor its exhibits), whether or not it

shall become final, nor any negotiations, documents exchanged among Class

Counsel and Wright & Filippis, LLC in connection with settlement discussions, and

discussions associated with them, nor the Final Approval Order and Final Judgment

are or shall be deemed or construed to be an admission, adjudication, or evidence of:

(a) any violation of any statute or law or of any liability or wrongdoing by Wright &

Filippis, LLC or any Released Party; (b) the truth of any of the claims or allegations

alleged in the Action; (c) the incurrence of any damage, loss, or injury by any Person;

or (d) the propriety of certification of a class other than solely for purposes of the

Settlement. Further, the Settlement negotiations, including any documents

exchanged among Settlement Class Counsel and Wright & Filippis, LLC and any

discussions associated with them, may not be discoverable, offered or received in

evidence, or used directly or indirectly, in any way, whether in the Action or in any

other action or proceeding of any nature, by any Person, except if warranted by

existing law in connection with a dispute under the Settlement Agreement or an

action (including this Action) in which the Settlement Agreement is asserted as a

defense.

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27. The Parties, without the need for approval from the Court, may adopt

such amendments, modifications, and expansions of the Settlement Agreement and

all exhibits thereto as (i) shall be consistent in all material respects with the Final

Approval Order; and (ii) do not limit the rights of Settling Class Members.

28. Any data or other information provided by Settlement Class Members

in connection with the submission of claims shall be held in strict confidence,

available only to the Settlement Administrator, Class Counsel, Wright & Filippis,

LLC’s Counsel and experts or consultants acting on behalf of the Settlement Class.

In no event shall a Settlement Class Member’s data or personal information be made

publicly available, except as provided for herein or upon Court Order for good cause

shown.

29. The Claim Form and Release referenced in the Settlement Agreement

in Section 7.1(a) & exhibit A thereto is approved as fair, reasonable, and adequate.

30. Settlement Class Counsel’s request for attorneys’ fees and expenses

and Plaintiffs’ application for Service Awards shall be the subject of a separate order

by the Court.

31. Should any remaining amount of the Net Settlement Fund be

economically not distributable, the Parties shall petition the Court for permission to

distribute the remaining funds to an approved non-profit recipient, providing the

Court with details of the proposed non-profit recipient.

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Case 2:22-cv-12908-SFC-EAS ECF No. 51, PageID.2980 Filed 06/20/24 Page 13 of 13

SO ORDERED

Dated: June 20, 2024 s/Sean F. Cox
Sean F. Cox
United States District Judge

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