1. law, govt and politics

Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 1 of 34
IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF OKLAHOMA
Chieftain Royalty Company, on behalf )
of itself and all others similarly situated, )
)
Plaintiff,
)
)
v.
)
)
Laredo Petroleum, Inc.,
)
)
Defendant.
)
_________________________________ )
Case No. CIV-12-1319-D
MEMORANDUM OF LAW IN SUPPORT OF MOTION FOR
APPROVAL OF ATTORNEYS’ FEES, REIMBURSEMENT OF LITIGATION
EXPENSES, AND CASE CONTRIBUTION AWARD
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 2 of 34
TABLE OF CONTENTS
I.
INTRODUCTION .............................................................................................. 1
II.
SUMMARY OF THE ARGUMENT ................................................................. 2
III.
FACTUAL AND PROCEDURAL SUMMARY ............................................... 6
IV.
ARGUMENT ...................................................................................................... 6
A. The Fee Request is Fair and Reasonable and Should be Approved .............. 7
1. An Award of Forty Percent (40%) is Within the Typical Range of
Acceptable Fee Awards ........................................................................... 8
2. The Fee Request is Consistent with the Market Rate for Quality
Representation in Complex Litigation ................................................... 10
3. Judge Layn Phillips has Declared the Fee Request is Reasonable and
Appropriate ............................................................................................ 11
4. The Johnson Factors Support the Fee Request ...................................... 12
a. The Amount Involved and the Results Obtained Support
the Fee Request ........................................................................... 13
b. The Time and Labor Involved Supports the Fee Request .......... 14
c. The Novelty and Difficulty of the Questions At Issue
Support the Fee Request ............................................................. 19
d. The Skill Required to Perform the Legal Services Properly,
and the Experience, Reputation, and Ability of the Attorneys
Support the Fee Request ............................................................. 20
e. The Preclusion of other Employment and Time Limitations
Imposed by the Client or the Circumstances Support the Fee
Request ....................................................................................... 21
f. The Fee is in Line with Customary Fees .................................... 22
g. The Fact that the Fee Represents a Prearranged Fee Negotiated
by Sophisticated Clients Supports the Fee Request.................... 23
i
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 3 of 34
h. The Undesirability of the Case Supports the Fee Request ......... 23
i. The Nature and Length of Class Counsel’s Relationship with
Class Representative Support the Fee Request........................... 24
B. Class Counsel’s Out-of-Pocket Litigation Expenses Should be
Reimbursed.................................................................................................. 25
C. Class Representative is Entitled to a Case Contribution Award ................. 26
V.
CONCLUSION ..................................................................................................... 28
ii
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 4 of 34
TABLE OF AUTHORITIES
FEDERAL CASES
Anderson v. Merit Energy Co., No. 07-CV-00916-LTB-BNB,
2009 U.S. Dist. LEXIS 100681 (D. Colo. Oct. 20, 2009) ............................................. 20
Brown v. Phillips Petroleum Co.,
838 F.2d 451 (10th Cir. 1988) ................................................................................ passim
Chieftain Royalty Co. v. QEP Energy Co.,
No. CIV-11-212-R, Dkt. No. 182 (W.D. Okla. May 31, 2013) ...................... 3, 9, 20, 22
Cimarron Pipeline Constr., Inc. v. Nat’l Council on Compensation Ins.,
Nos. CIV 89-822-T & CIV-1186-T,
1993 U.S. Dist. LEXIS 19969 (W.D. Okla. June 8, 1993) ............................................. 9
CompSource Okla. v. BNY Mellon, N.A., No. CIV-08-469-KEW,
2012 U.S. Dist. LEXIS 185061 (E.D. Okla. Oct. 25, 2012) ................................... passim
Eatinger v. BP Am. Prod. Co.,
No. 07-1266-EFM-KMH, Dkt. No. 375 at ¶29 (D. Kan. 2012) ................................... 26
Gottlieb v. Barry,
43 F.3d 474 (10th Cir. 1994) ..................................................................................... 7, 13
Hensley v. Eckerhart,
461 U.S. 424 (1983)....................................................................................................... 13
Hitch Enterprises, et al. v. Cimarex Energy Co., et al.,
No. 5:11-cv-11-00013-W, Dkt. No. 144 (W.D. Okla. 2013) .................................... 3, 22
In re Checking Account Overdraft Litig.,
830 F. Supp. 2d 1330 (S.D. Fla. 2011).......................................................................... 19
In re King Res. Co. Sec. Litig.,
420 F. Supp. 610 (D. Colo. 1976).................................................................................. 21
In re Marsh ERISA Litig.,
265 F.R.D. 128, 150 (S.D.N.Y. 2010) .......................................................................... 26
Johnson v. Georgia Highway Express, Inc.,
488 F.2d 714 (5th Cir. 1974) .................................................................................. passim
iii
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 5 of 34
Lane v. Page,
862 F. Supp. 2d 1182 (D.N.M. 2012) ............................................................................ 13
Millsap v. McDonnell Douglas Corp., No. 94-CV-633-H(M),
2003 U.S. Dist. LEXIS 26223 (N.D. Okla. May 28, 2003) ................................. 2, 10, 23
Union Asset Mgmt. Holding A.G. v. Dell, Inc.,
669 F.3d 632 (5th Cir. 2012) ..................................................................................... 8, 13
Uselton v. Commercial Lovelace Motor Freight,
9 F.3d 849 (10th Cir. 1993) ............................................................................................. 7
Vaszlavik v. Storage Tech. Corp., No. 95-B-2525,
2000 U.S. Dist. LEXIS 21140 (D. Colo. Mar. 9, 2000) ................................ 9, 21, 23, 25
FEDERAL STATUTES
FED. R. CIV. P. 23(h) ..................................................................................................... 7, 25
OTHER AUTHORITY
MANUAL FOR COMPLEX LITIGATION § 14.121 (4th ed. 2004) ............................................. 7
EXHIBTS
Exhibit 1
Declaration of Michael Burrage
Exhibit 2
GMX Fee Order
iv
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 6 of 34
I.
INTRODUCTION
In connection with approval of the Settlement1 in the above-captioned action (the
“Litigation”), Class Representative and Class Counsel respectfully move the Court for:
(1) an award of attorneys’ fees constituting forty percent (40%) of the $6,651,997.95
Settlement Amount, plus interest (the “Fee Request”); (2) reimbursement of expenses
incurred in successfully prosecuting and resolving this Litigation not to exceed $350,000,
plus interest (the “Expense Request”);2 and (3) a Case Contribution Award to Class
Representative constituting 1% of the Settlement Amount, as compensation for its time
and effort. These requests—which are to be paid out of the Gross Settlement Fund—are
fair and reasonable and, therefore, should be approved.
Class Counsel has obtained an excellent recovery—a $6,651,997.95 Settlement for
the benefit of the Settlement Class. In light of the work performed by Class Counsel, the
circumstances of this case, including the risks of further litigation, and the expenses
incurred, the Fee Request, Expense Request and Case Contribution Award are fair and
reasonable. These requests comport with fee and expense awards granted in similar cases
and are fully appropriate under Tenth Circuit precedent. Therefore, and for the reasons
1
All capitalized terms not otherwise defined herein shall have the meanings given to
them in the Stipulation and Agreement of Settlement dated November 20, 2014 (the
“Stipulation”), a copy of which was attached as Exhibit 1 to Plaintiffs’ Memorandum of
Law in Support of their Unopposed Motion to Certify the Settlement Class for Settlement
Purposes, Preliminarily Approve Class Action Settlement, Approve Form and Manner of
Notice and Set Date for Final Approval Hearing (Dkt. No. 39).
2
To date, Class Counsel has incurred out-of-pocket expenses of $157,949.64. Class
Counsel may incur additional expenses between now and the Final Approval Hearing on
April 30, 2015. As such, at the April 30, 2015 hearing, Class Counsel may seek
reimbursement for expenses incurred after the date of this filing.
1
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 7 of 34
demonstrated below, Class Counsel and Class Representative respectfully request the
Court grant their Motion for Approval of Attorneys’ Fees, Reimbursement of Litigation
Expenses and Case Contribution Award (the “Motion”).
II.
SUMMARY OF THE ARGUMENT
Class Representative and Class Counsel have achieved an excellent Settlement
with the Settling Parties. As demonstrated in Class Representative’s Motion for Final
Approval of Settlement and Memorandum in Support thereof, filed contemporaneously
herewith, the terms and conditions of the Settlement are fair, reasonable, adequate and in
the best interests of the Settlement Class. See Declaration of Bradley E. Beckworth and
Robert N. Barnes on Behalf of Class Counsel (“Class Counsel Declaration”), attached as
Exhibit 1 to Plaintiff’s Motion for Final Approval, at ¶7.
For their considerable efforts in obtaining this result, Class Counsel’s 40% Fee
Request is both fair and reasonable. The Settlement reached in this Litigation simply
would not have been possible without Class Counsel’s particular skill and diligent efforts
in prosecuting the case. As demonstrated below, the Fee Request comports with all
factors examined by courts in the Tenth Circuit under the percentage of the fund method
for evaluating the reasonableness of attorneys’ fees. See Brown v. Phillips Petroleum
Co., 838 F.2d 451, 454-55 (10th Cir. 1988). Moreover, the Fee Request is particularly
appropriate for a number of additional reasons.
First, the Fee Request is within the range of reasonable fees awarded in this
District and the Tenth Circuit. See Brown, 838 F.2d at 455 n.2; Millsap v. McDonnell
Douglas Corp., No. 94-CV-633-H(M), 2003 U.S. Dist. LEXIS 26223, at *25 (N.D. Okla.
2
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 8 of 34
May 28, 2003). Indeed, as Judge West recognized in awarding a $70 million fee from a
$280 million common fund, “[a]n award of 25% is on the low end of the range of
acceptable fee awards in common fund cases, which ranges between 22% and 37%, and
more in some cases.” CompSource Okla. v. BNY Mellon, N.A., No. CIV-08-469-KEW,
2012 U.S. Dist. LEXIS 185061, at *23 (E.D. Okla. Oct. 25, 2012); see also Chieftain
Royalty Co. v. QEP Energy Co., No. CIV-11-212-R, Dkt. No. 182 at *6 (W.D. Okla. May
31, 2013) (awarding a fee of $46.5 million, which represented approximately 39% of the
cash portion of a $155 million settlement); Hitch Enterprises, et al. v. Cimarex Energy
Co., et al., No. 5:11-cv-11-00013-W, Dkt. No. 144 (W.D. Okla. 2013) (awarding a 1/3
fee of a $16.4 million settlement). Former federal judge and current attorney, Michael
Burrage, agrees that a 40% fee is within the range of fees awarded in oil and gas class
action litigation in Oklahoma:
From my personal experience (which includes, among other things: (a)
personally entering into contingent fee agreements in numerous class
actions in Oklahoma state and federal court, (b) examining dozens of such
agreements as an expert witness on attorneys’ fees in Oklahoma, (c) serving
as a federal judge in Oklahoma, and (d) reviewing court awards of common
fund percentages in oil and gas class actions in Oklahoma), I know that the
typical range of contingent fee agreements in oil and gas class action
litigation in Oklahoma is up to 40% and state and federal courts typically
approve fee requests up to 40%.
See Declaration of Michael Burrage (“Burrage Declaration”), attached hereto as Exhibit
1, at ¶3.
Second, the requested fee is at or below the market rate for the high level of
representation Class Counsel provided the Settlement Class in resolving this Litigation
against the Settling Parties. Moreover Class Representative approved the Fee Request
3
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 9 of 34
and still endorses it today.3
Third, the Honorable Layn R. Phillips, a former federal judge and highly
experienced mediator who mediated the Settlement in this Litigation, has filed a
declaration stating the Settlement was the result of Class Counsel’s diligent efforts. See
Declaration of Layn R. Phillips (“Phillips Declaration”) (Dkt. No. 42), at ¶14. Judge
Phillips also states the Settlement is fair and reasonable and that the Fee Request is
appropriate. Id. at ¶¶13-14. Judge Phillips’ endorsement of Class Counsel’s Fee Request
should be given due consideration.
Fourth, numerous Class Members support Class Counsel’s Fee Request. For
example, Dan Little, President of Class Member, Sagacity, Inc., states in his affidavit, “I
support all aspects of the Settlement, including . . . Class Counsel’s request for attorneys’
fees of 40% of the Settlement Amount[.]” See Affidavit of Dan Little, attached as
Exhibit 6 to Plaintiff’s Motion for Final Approval, at ¶3; see also Affidavit of Charles
Edward Burruss, attached as Exhibit 7 to Plaintiff’s Motion for Final Approval, at ¶5;
Affidavit of Pagosa Resources, LLC, attached as Exhibit 8 to Plaintiff’s Motion for Final
Approval, at ¶4; Affidavit of Omega Royalty Company, attached as Exhibit 9 to
Plaintiff’s Motion for Final Approval, at ¶4; Affidavit of Michael Starcevich, attached as
Exhibit 10 to Plaintiff’s Motion for Final Approval, at ¶4; Affidavit of CSW2003
Exploration Limited partnership, attached as Exhibit 11 to Plaintiff’s Motion for Final
Approval, at ¶4.
3
See Declaration of Robert Abernathy (“Abernathy Declaration”), attached as Exhibit 2
to Class Representative’s Memorandum in Support of Motion for Final Approval, at ¶14.
4
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 10 of 34
In addition to the above, the relevant Johnson factors also support the Fee Request
by highlighting Class Counsel’s diligent prosecution, and ultimate resolution, of this case
for over three years on a contingent basis. Put simply, the Fee Request is fully justified
by the facts of this case and the law, is consistent with fee awards in similar cases, and is
fair and reasonable. As such, the Court should grant Class Counsel’s requested fee of
40% from the Settlement Fund.
Class Counsel also seeks reimbursement of reasonable expenses not to exceed
$350,000, plus interest—the amount set forth in the Notice.4 To date, Class Counsel have
advanced $157,949.64 in out-of-pocket expenses in prosecuting and resolving this case.5
In addition to these expenses, Class Counsel may incur additional expenses between now
and the Final Approval Hearing on April 30, 2015. As such, at the hearing, Class
Counsel may seek reimbursement for expenses incurred after the date of this filing. Id.6
Class Counsel also may seek future expenses up to $75,000. Therefore, the Expense
Request also is fair and reasonable and should be granted.
Finally, Class Representative is entitled to a Case Contribution Award of 1% of
the Settlement Amount as compensation for its invaluable efforts and assistance
throughout this Litigation.
Class Representative has been actively engaged in the
4
A copy of the Notice is attached as Exhibit A to the Affidavit of Tore Hodne on behalf
of Settlement Administrator, Rust Consulting, Inc. (“Rust Affidavit”), attached as Exhibit
3 to Class Representative’s Memorandum in Support of Motion for Final Approval.
5
See Class Counsel Declaration at ¶¶50-51.
In addition, Class Counsel reserve their right to make additional expense requests
following the Final Approval Hearing; however, in no event will Class Counsel’s
cumulative expense requests exceed the $350,000 stated in the Notice.
6
5
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 11 of 34
prosecution and resolution of this Action, staying in constant communication with and
providing invaluable assistance to Class Counsel, which included attending a formal
mediation session in person and negotiating the terms of the Settlement, among other
efforts. See Abernathy Declaration at ¶7; Class Counsel Declaration at ¶¶53-55. Class
Representative carried out these tasks without compensation on behalf of the Class and at
all times acted in the best interests of the Class. See Class Counsel Declaration at ¶56.
III.
FACTUAL AND PROCEDURAL SUMMARY
The factual and procedural background of this case is well known to the Court.
Additionally, the Class Counsel Declaration provides a thorough description of this
background. Id. at ¶¶8-13. In the interest of brevity, Class Counsel will not recite the
factual and procedural background of this Litigation again herein. Instead, Class Counsel
respectfully refers the Court to the Class Counsel Declaration, the pleadings on file, and
any other matters of which the Court may take judicial notice, all of which are
respectfully incorporated as if set forth fully herein.
IV.
ARGUMENT
In their Motion, Class Representative and Class Counsel respectfully move the
Court for:
(1) attorneys’ fees constituting 40% of the Settlement Fund, (2)
reimbursement of Litigation Expenses not to exceed $350,000; and (3) a Case
Contribution Award of 1% of the Settlement to compensate Class Representative for its
efforts on behalf of the Settlement Class. As demonstrated below, these requests are fair,
reasonable and adequate and, therefore, should be granted.
6
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 12 of 34
A.
The Fee Request is Fair and Reasonable and Should be Approved
The Fee Request is fair and reasonable and should be approved. Under Federal
Rule of Civil Procedure 23(h), “the court may award reasonable attorney’s fees and
nontaxable costs that are authorized by law or by the parties’ agreement.” FED. R. CIV. P.
23(h). An award of attorneys’ fees is a matter uniquely within the discretion of the trial
judge, who has firsthand knowledge of the efforts of counsel and the services provided.
Brown, 838 F.2d at 453. As such, an award of attorneys’ fees will only be reversed for
abuse of discretion. Id.; Gottlieb v. Barry, 43 F.3d 474, 486 (10th Cir. 1994).
In the Tenth Circuit, the preferred approach for determining attorneys’ fees in
common fund cases is the percentage of the fund method. CompSource Okla. v. BNY
Mellon, N.A., No. CIV-08-469-KEW, 2012 U.S. Dist. LEXIS 185061, at *22-23 (E.D.
Okla. Oct. 25, 2012); Gottlieb, 43 F.3d at 483 (“In our circuit . . . Uselton implies a
preference for the percentage of the fund method.”) citing Uselton v. Commercial
Lovelace Motor Freight, 9 F.3d 849 (10th Cir. 1993).7 Under the percentage of the fund
method, an appropriate fee is equal to a reasonable percentage of the common fund.
Brown, 838 F.2d at 454.
When utilizing the percentage of the fund approach, the trial court must evaluate
the reasonableness of the requested fee percentage by analyzing the applicable factors set
forth in Johnson v. Georgia Highway Express, Inc., 488 F.2d 714 (5th Cir. 1974). See
Brown, 838 F.2d at 454-55 (adopting the Johnson factors in the Tenth Circuit).
7
The MANUAL FOR COMPLEX LITIGATION § 14.121 (4th ed. 2004) also approves of the
percentage of the fund method of determining attorneys’ fees.
7
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 13 of 34
Importantly, “[a] majority of circuits recognize that trial courts have the discretion to
award fees based solely on a percentage of the fund approach and are not required to
conduct a lodestar analysis in common fund class actions.” See CompSource, 2012 U.S.
Dist. LEXIS 185061, at *23 (citing Union Asset Mgmt. Holding A.G. v. Dell, Inc., 669
F.3d 632, 644 (5th Cir. 2012)).
Here, the Court should use the percentage of the fund approach to award
attorneys’ fees. Class Counsel’s Fee Request is fair and reasonable for a number of
reasons in addition to the relevant Johnson factors. First, 40% of the Settlement Fund is
within the acceptable range of reasonable fees awarded. Second, a fee of 40% was
negotiated by and is supported by Class Representative and is within the range of market
rates for high-level representation in a complex class action such as this one. Third,
mediator Judge Phillips and former federal judge, Michael Burrage, endorse the
Settlement and the Fee Request as fair and reasonable. Fourth, numerous Class Members
executed affidavits supporting the Fee Request. And finally, the relevant Johnson factors
support the Fee Request by illustrating the time, effort, and resources Class Counsel have
dedicated to this Litigation, and to achieve a recovery in the face of complex legal and
factual issues and serious risks and uncertainty. Therefore, the Fee Request is fair and
reasonable and should be approved.
1.
An Award of Forty Percent (40%) is Within the Typical
Range of Acceptable Fee Awards
The Fee Request is within the typical range of reasonable fee awards. District
courts in this Circuit, as well as Oklahoma state courts, grant fee requests of up to 40%.
8
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 14 of 34
See, e.g., Chieftain Royalty Co., No. CIV-11-212-R, Dkt. No. 182 at *6 (W.D. Okla. May
31, 2013) (awarding a fee of $46.5 million, which represented approximately 39% of the
cash portion of a $155 million settlement, and finding that “the Tenth Circuit identified a
fee range between 23.7 and 33.7 percent as reasonable based on the decisions of other
courts.”); CompSource, 2012 U.S. Dist. LEXIS 185061, at *23 (“25% is on the low end
of the range of acceptable fee awards in common fund cases, which ranges between 22%
and 37%, and more in some cases”); Vaszlavik v. Storage Tech. Corp., No. 95-B-2525,
2000 U.S. Dist. LEXIS 21140, at *9 (D. Colo. Mar. 9, 2000) (“A 30% common fund fee
award is in the middle of the ordinary 20%-50% range and is presumptively
reasonable.”); Cimarron Pipeline Constr., Inc. v. Nat’l Council on Compensation Ins.,
Nos. CIV 89-822-T & CIV-1186-T, 1993 U.S. Dist. LEXIS 19969, at *4 (W.D. Okla.
June 8, 1993) (“Fees in the range of 30-40% of any amount recovered are common in
complex and other cases taken on a contingent fee basis.”).8 And, again, based on his
8
Likewise, many state courts in Oklahoma routinely award 40% in attorneys’ fees in
royalty underpayment class actions. See, e.g., Cecil v. Ward Petroleum Corp., CJ-2010462, District Court of Grady County, OK (Judge Hill awarding 40% of the $10 million
settlement); Drummond v. Range Res., CJ-2010-510, District Court of Grady County, OK
(Judge Van Dyck awarding 40% of the $87.5 million settlement); Robertson v. Sanguine,
CJ-02-150, District Court of Grady County, OK (2003) (Judge Van Dyck awarding 40%
of $13,250,606 fund); Mitchusson v. EXCO, CJ-2010-32, District Court of Caddo
County, Oklahoma (2012) (Judge Hill awarding 40% of the $23,5000,000 fund);
Simmons v. Anadarko, CJ-2004-57, District Court of Caddo County, Oklahoma (2008)
(Judge Hill awarding 40% of the $155,000,000 fund); Lobo v. BP, CJ-97-72, District
Court of Beaver County, Oklahoma (2005) (Judge Riffe awarding 40% of the
$150,000,000 fund in a working interest owner class action); Tatum v. Devon Energy
Corp., CJ-10-77, District Court of Nawata County, OK (April 18, 2013) (Judge Gibson
awarding 45% of $3.8 million fund); Taylor v. ChevronTexaco, CJ-2002-204, District
Court of Texas County, OK (2009) (Judge Riffe awarding 40% of $12 million fund);
Brown v. Citation, CJ-04-217, District Court of Caddo County, OK (2009) (Judge Van
9
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 15 of 34
experience as a former federal judge and as an expert witness regarding the
reasonableness of attorneys’ fees, Michael Burrage agrees the Fee Request is within the
range of acceptable fees and is fair and reasonable. See Burrage Declaration at ¶3.
Here, Class Counsel seek forty percent (40%) of the Settlement Fund, which is
within the acceptable range of attorneys’ fees awarded in the Tenth Circuit.
2.
The Fee Request is Consistent with the Market Rate for
Quality Representation in Complex Litigation
A 40% fee is consistent with the market rate for the quality representation
provided by Class Counsel in this complex class action. “The market rate for Class
Counsel’s legal services also informs the determination of a reasonable percentage to be
awarded from the common fund as attorney fees.” Millsap, 2003 U.S. Dist. LEXIS
26223, at *26. “One measure of the market rate is any contingency agreement negotiated
at the outset of the litigation, when the risk of loss still existed.” Id.
Here, Class Representative agreed to a contingent fee of 40% of any judgment or
settlement amount obtained in this Litigation.
The fact that Class Representative
negotiated the contingency agreements “when the risk of loss still existed” indicates the
value Class Representative placed on the future success of this Litigation.
Id.;
Dyck awarding 40% of $5,250,000 fund); Laverty v. Newfield, CJ-98-06012, District
Court of Tulsa County, OK (2007) (Judge Thorbrugh awarding 40% of $17,250,000
fund); Cont’l v. Conoco, CJ-95-739 & CJ-2000-356, District Court of Garfield County,
OK (2005) (Judge Perry awarding 40% of $23 million fund); Velma-Alma v. Texaco, CJ2002-304, District Court of Stephens County, OK (2005) (Judge McCall awarding 40%
of $27 million fund); Kouns v. ConocoPhillips, CJ-98-61, District Court of Dewey
County, OK (2004) (Judge Linder awarding 42% of $4,300,000 fund); McIntoush v.
Questar, CJ-02-22, District Court of Major County, OK (2002) (Judge Barefoot awarding
40% of $1.5 million fund); Rudman v. Texaco, CJ-97-1E, District Court of Stephens
County, OK (2001) (Judge Hetherington awarding 40% of $25 million fund).
10
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 16 of 34
CompSource, 2012 U.S. Dist. LEXIS 185061, at *14-15 (finding that sophisticated class
representatives agreed to the requested fee at the start of litigation, “reflecting the value
the Class Representatives placed on the future success of this Action”). In addition, the
contingency fee agreement reflects the quality representation Class Counsel provided to
Class Representative and the Settlement Class. Class Counsel, Nix, Patterson & Roach
(“NPR”) and Barnes & Lewis, LLP (“B&L”) have considerable experience successfully
litigating oil and gas class actions. See Class Counsel Declaration at ¶42-43. Thus, the
40% contingency fee to which Class Representative agreed is consistent with the market
rate for the representation the Settlement Class received in this Litigation.
Additionally, Class Representative continues to endorse the Fee Request as fair
and reasonable.
Abernathy Declaration at ¶¶13-14.
Indeed, Robert Abernathy, the
President of Chieftain Royalty Company, states in his declaration, “[a]s a result of Class
Counsel’s extensive, efficient and excellent work, I have approved Class Counsel’s
application for a fee award equal to 40% of the $6,651,997.95 Settlement.” Id. at ¶14.
Because a 40% fee is consistent with the market rate for the representation Class
Counsel have provided here—as evidenced by the contingency fee agreement negotiated
at the outset of the Litigation and Class Representative’s continued endorsement—the
Fee Request should be approved as fair and reasonable.
3.
Judge Layn Phillips has Declared the Fee Request is
Reasonable and Appropriate
A well-respected mediator and former federal judge, Layn Phillips, who served as
a United States Attorney before being appointed as a United States District Judge for the
11
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 17 of 34
Western District of Oklahoma, also endorses the Fee Request. See Phillips Declaration at
¶4. As a federal judge, Judge Phillips presided over many trials and sat by designation on
the Tenth Circuit. Id. Since leaving the bench, Judge Phillips has successfully mediated
countless high-stakes class actions. Id. at ¶5. Also, Judge Phillips has been appointed
Special Master in a number of complex civil actions and has received national
recognition from the Center for Public Resources Institute for Dispute Resolution. Id.
Judge Phillips supports the Settlement and the Fee Request here.
In his
Declaration, Judge Phillips states:
Based upon my experience as a former federal judge in the Western District
of Oklahoma and as a mediator, it is my opinion that a request by, and
award to, Class Counsel for an attorneys’ fee of 40% of the $6,651,997.95
settlement fund, plus reimbursement of actual litigation expenses, would be
reasonable and appropriate given the complexity of this matter and the
significant relief obtained by Class Counsel. It is also my opinion that a fee
award in that range is in line with the amounts approved by Oklahoma
federal courts as being fair and reasonable in contingent fee class action
litigation such as this.
Id. at ¶14. Class Counsel respectfully submit that Judge Phillips’ opinion in this matter
should be afforded considerable weight in support of the Fee Request.
4.
The Johnson Factors Support the Fee Request
In Brown, the Tenth Circuit expressly adopted twelve factors from a Fifth Circuit
case, Johnson v. Georgia Highway Express, Inc., 488 F.2d 714, to be considered when
determining a reasonable fee in common fund cases. 838 F.2d at 454-55.9 The twelve
9
The Fifth Circuit has now joined the majority of circuits in officially recognizing that
trial courts have the discretion to award fees based solely on a percentage of the fund
approach and are not required to conduct a lodestar analysis in common fund class
12
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 18 of 34
Johnson factors are: (1) the time and labor involved; (2) the novelty and difficulty of the
questions; (3) the skill required to perform the legal services properly; (4) the preclusion
of other employment by the attorney due to acceptance of the case; (5) the customary fee;
(6) any prearranged fee; (7) time limitations imposed by the client or the circumstances;
(8) the amount involved and the results obtained; (9) the experience, reputation, and
ability of the attorneys; (10) the undesirability of the case; (11) the nature and length of
the professional relationship with the client; and (12) awards in similar cases. Id. The
weight assigned to each Johnson factor is within the court’s discretion depending on the
facts and issues of the case. Id. at 456; Gottlieb, 43 F.3d at 482 n.4. And, “rarely are all
of the Johnson factors applicable; this is particularly so in a common fund situation.”
Brown, 838 F.2d at 456. An analysis of the relevant Johnson factors support the Fee
Request, as demonstrated below.
a.
The Amount Involved and the Results Obtained
Support the Fee Request
The amount involved and the substantial recovery obtained here support the Fee
Request.
“Courts have consistently held that the most important factor within this
analysis is what results were obtained for the class.” Lane v. Page, 862 F. Supp. 2d 1182
at 1254 (D.N.M. 2012) (citing Hensley v. Eckerhart, 461 U.S. 424, 436 (1983)); Brown,
838 F.2d at 456 (noting that this factor may properly be given greater weight than others
in some cases). Here, the $6,651,997.95 Settlement Amount represents a significant
percentage of the damages estimated by the parties. And, in light of the risks posed by
actions. Union Asset Mgmt. Holding A.G. v. Dell, Inc., 669 F.3d 632, 644 (5th Cir.
2012).
13
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 19 of 34
the continuation of the Litigation, the Settlement is especially fair, adequate and
reasonable.
Given the amount involved in this Litigation and the Settlement achieved for the
benefit of the Settlement Class, this Johnson factor supports the Fee Request.
b.
The Time and Labor Involved Supports the Fee
Request
The time and labor Class Counsel have expended in the research, investigation,
prosecution and resolution of this Litigation fully support the Fee Request. In the almost
three years since Class Representative filed this Litigation, the Parties have engaged in
extensive pleading and motion practice, created detailed damage models, and participated
in a thorough settlement process, including formal mediation, before reaching an
agreement-in-principle to settle the Litigation. See Class Counsel Declaration at ¶¶8-13.
Moreover, based on the specific circumstances of this case, including the sale of all oil
and gas leases and related properties at issue in the Litigation, Class Counsel was
required to undertake extraordinary effort to finalize the settlement and ensure a high
percentage of Class Members receive their portion of the benefits conferred.
As
described below, Class Counsel has worked diligently on behalf of the Settlement Class
from the outset of this Litigation.10 Therefore, this Johnson factor supports the Fee
Request.
As a threshold matter, Class Counsel researched and drafted their original Petition
and filed this Litigation against Laredo in the District Court of Roger Mills County, State
10
Again, a more detailed description of the efforts undertaken by Class Counsel in the
prosecution of this Litigation may be found in the Class Counsel Declaration.
14
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 20 of 34
of Oklahoma, on May 2, 2012. See Class Counsel Declaration at ¶8. On November 28,
2012, Laredo removed the lawsuit to this Court. Id.
On December 28, 2012, the parties filed a Joint Motion for Entry of Agreed
Scheduling Order, in which the parties asked the Court to enter a special scheduling order
with respect to jurisdictional discovery, with a view toward Plaintiff’s anticipated Motion
to Remand. Id. On January 3, 2013, the Court entered the parties’ Agreed Scheduling
Order. Id. On January 23, 2013, Plaintiff served Laredo with written discovery requests.
Laredo served written responses and objections to those requests. Id. at ¶9. Plaintiff then
proposed to depose a corporate representative of Laredo on issues pertaining to Plaintiff’s
anticipated Motion to Remand or, in lieu of a deposition, data sufficient to obtain the
information Plaintiff needed. Id. Following these requests, on March 5, 2013, Laredo
sought an extension of time in which to complete jurisdictional discovery and for
Plaintiff to file its Motion to Remand. Id. The following day, the Court entered an
Agreed Amended Scheduling Order extending the prior deadlines. Id.
On April 19, 2013, the parties filed a Joint Motion for Temporary Stay pending the
outcome of efforts to resolve the litigation through settlement. Id. at ¶10. On April 30,
2013, the Court granted a temporary stay not to exceed 120 days, with joint status reports
due every 30 days (the “Stay Order”). Id. Accordingly, the parties filed Joint Status
Reports on May 30, 2013; July 1, 2013; and July 31, 2013. Id. On August 13, 2013, the
Court entered an Agreed Protective Order governing the use of confidential information
produced in this litigation. Id. Then, on August 29, 2013, the parties jointly sought an
extension of the prior Stay Order due to Laredo selling all of the oil and gas leasehold
15
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 21 of 34
interests at issue in this litigation to affiliates of EnerVest, Ltd. Id. On September 5,
2013, the Court granted the requested 90-day extension. Id. The parties filed Joint Status
Reports on September 30, 2013 and October 30, 2013. Id. On November 26, 2013, the
parties requested an additional 90 days to allow the parties to continue the exchange and
review of data necessary to reach an agreement as to reasonable settlement terms. Id.
The Court granted this extension on December 2, 2013, and the parties filed Joint Status
Reports on December 26, 2013 and January 31, 2014. Id.
On February 24, 2014, the parties requested a stay of an additional 90 days to
allow time for the mediation process. Id. at ¶11. On February 27, 2014, the Court
granted the extension. Id. The parties filed a Joint Status Report on March 26, 2014
informing the Court that they had engaged in an all-day mediation session on March 21,
2014 with mediator and former federal judge, Layn Phillips, in New York, New York.
Id. The parties further informed the Court that although significant progress was made
during this mediation session, a settlement was not ultimately reached on March 21,
2014, but that the parties and their respective experts would continue to work together
with guidance from Judge Phillips to resolve certain remaining issues. Id. On April 25,
2014, the parties filed a Joint Status Report informing the Court that they were continuing
to work together to reach a settlement. Id. On May 27, 2014, the parties filed a Joint
Notification of Settlement, informing the Court they had reached an agreement in
principle on May 11, 2014. Id.
16
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 22 of 34
According to Judge Phillips:
It is apparent from the submissions and presentations made by Class
Counsel before and during the mediation session, as well as from my
numerous discussions with them, that Class Counsel performed a thorough
examination of the merits of the claims in this action . . . Class Counsel
performed substantial work and effort in preparing their case for mediation
and in presenting their claims in such a way to produce a valuable
settlement for the Class.
Phillips Declaration at ¶14.
Based upon their investigation, research and information obtained during the
mediation process, Class Counsel and Class Representative concluded that the terms and
conditions of the Settlement are fair, reasonable and adequate to the Settlement Class,
and in their best interests. As such, Class Representative filed its Final Approval Motion,
which is now before the Court. This Settlement simply would not have been reached
without the diligent efforts and particular skill of Class Counsel.
Moreover, more so than most cases, the process of finalizing the Settlement was
extremely detailed and time consuming. See Class Counsel Declaration at ¶12. After
agreeing to resolve the case, Class Counsel provided a draft of the Stipulation to the
Settling Parties’ Counsel on May 29, 2014. Id. To say the least, the Parties were at odds
regarding numerous provisions of the Stipulation. Id. In fact, it was not until August 27,
2014 that the Settling Parties’ Counsel returned a draft of the Stipulation to Class
Counsel. Id. The Settling Parties’ changes to the draft of the Stipulation were substantial
and triggered extensive negotiations between the Parties regarding the final terms of the
Settlement. Id. This and other obstacles were exacerbated by an unique aspect of this
case—that the very basis of this Litigation—all of the oil and gas leases at issue—were
17
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 23 of 34
sold by the only named Defendant during the pendency of the case. Id. Moreover, the
purchasing entity (EnerVest) subsequently conveyed certain of those interests to another
entity (FourPoint). Id. The presence of these two successors to Laredo’s liability, who
understandably were particularly cautious in the manner in which the claims were
resolved, resulted in a detailed, time-consuming effort to finalize the Settlement. Id.
Indeed, Class Counsel spent almost three months addressing the Settling Parties’
proposed edits to the Stipulation. Id. Finally, after exchanging several additional drafts
of the Stipulation and engaging in numerous lengthy conference calls, the Parties finally
executed the Stipulation on November 20, 2014—more than six months after the Parties
agreed in principle to settle the Litigation. Id.
The above description of Class Counsel’s dedication of time and labor to this
litigation is sufficient for the Court to determine the reasonableness of the Fee Request.
While “time and labor” is a factor to be considered, the court need not conduct a lodestar
analysis to assess it. See Brown, 838 F.2d at 456 & n.3. Indeed, a lodestar analysis
would be an unnecessary waste of time and resources at this juncture, as this Court
recently held:
The Court is not required to conduct a lodestar assessment of the hours
versus a reasonable hourly rate. Nonetheless, even if such an assessment
were made, the Court would reach the same conclusion that the requested
fees are reasonable.
Northumberland County Retirement Sys. v. GMX Resources Inc., Case No. CIV-11-520D (Order Awarding Attorneys’ Fees and Litigation Expenses, Docket No. 150 at n.1),
attached hereto as Exhibit 2. As noted above, “[a] majority of circuits recognize that trial
18
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 24 of 34
courts. . . are not required to conduct a lodestar analysis in common fund class actions.”
See CompSource, 2012 U.S. Dist. LEXIS 185061, at *23. In fact, “[l]odestar creates an
incentive to keep litigation going in order to maximize the number of hours included in
the court’s lodestar calculation.” See In re Checking Account Overdraft Litig., 830 F.
Supp. 2d 1330, 1362 (S.D. Fla. 2011). As such, “[t]he lodestar approach should not be
imposed through the back door via a ‘cross check.’” Id. This Johnson factor allows the
Court to sufficiently evaluate the reasonableness of the Fee Request in light of Class
Counsel’s “time and labor.” And, as described in detail above, Class Counsel’s time and
labor undoubtedly support the Fee Request of 40% of the Settlement Fund.
c.
The Novelty and Difficulty of the Questions At Issue
Support the Fee Request
The Fee Request also is reasonable in light of the complexity of the issues raised
in this class action. As the Court knows, this Litigation involved a number of complex
and disputed questions of law and fact that placed the ultimate outcome of the Litigation
in doubt. As with any litigated case, Class Representative would face an uncertain
outcome as to liability and damages if this Litigation were to continue to trial. And, the
Settling Parties asserted a number of significant defenses to the Settlement Class’ claims
that would have to be overcome if the Litigation continued to trial.
As such, the
immediacy and certainty of this recovery, when considered against the very real risks of
continuing to a difficult trial and appeal, clearly weigh in favor of the Settlement and,
consequently, favor the Fee Request.
19
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 25 of 34
Stated simply, this case was complex, risky, and onerous, and it presented difficult
issues of law and fact. But for the work of Class Counsel—which has been performed on
a fully contingent basis—the Settlement Class would not have achieved this excellent
recovery. The complexity of this Litigation supports Class Counsel’s Fee Request.
d.
The Skill Required to Perform the Legal Services
Properly, and the Experience, Reputation, and Ability
of the Attorneys Support the Fee Request
As exhibited by Class Counsel’s qualifications and experience as class action
litigation attorneys, the skill this Litigation required supports the Fee Request. “Class
Counsel’s ability to handle this class litigation properly, as well as Class Counsel’s
experience, reputation and abilities, are additional Johnson factors that should be
considered in the determination of an attorneys’ fee award.” Anderson v. Merit Energy
Co., No. 07-CV-00916-LTB-BNB, 2009 U.S. Dist. LEXIS 100681, at *9 (D. Colo.
October 20, 2009). This Litigation called for considerable skill and experience, requiring
investigation and mastery of complex factual circumstances, the ability to develop
creative legal theories, and the skill to respond to a host of legal defenses.
Class Counsel also relied on their experience as class action attorneys. Class
Counsel is highly experienced in oil and gas class actions, commercial, qui tam, mass
tort, securities, and other complex litigation and have successfully prosecuted and settled
numerous class actions in Oklahoma.11 Class Counsel employed this prior experience
and knowledge in successfully litigating and resolving this Litigation. According to
11
For example, NPR and B&L recently served as co-counsel in Chieftain Royalty Co. v.
QEP Energy Co., No. CIV-11-212-R (W.D. Okla. May 31, 2013), which resulted in a
total settlement value of $155 million to the class.
20
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 26 of 34
Judge Phillips, an award to “Class Counsel for an attorneys’ fee of 40% of the
$6,651,997.95 million settlement fund would be reasonable and appropriate given the
complexity of this matter and the significant relief obtained by Class Counsel.” Phillips
Declaration at ¶14.
Moreover, the quality of representation by counsel on both sides of this Litigation
was high. Indeed, the Settling Parties have been represented by skilled class action
defense attorneys who spared no effort in the defense of their clients. See In re King Res.
Co. Sec. Litig., 420 F. Supp. 610, 634 (D. Colo. 1976) (also considering the reputations of
defense counsel in determining the fee, as defense counsel’s stature reflects the challenge
faced by the plaintiffs’ attorneys). The skill and experience of the Settling Parties’
Counsel necessitated the quality representation the Settlement Class received.
Simply put, without the experience, skill, and determination displayed by all
counsel involved, the Settlement simply would not have been obtained. Therefore, this
Johnson factor also strongly supports the Fee Request.
e.
The Preclusion of other Employment and Time
Limitations Imposed by the Client or the
Circumstances Support the Fee Request
The Fee Request is further supported by the fact that the time and effort required
to properly prosecute this Litigation precluded Class Counsel from other employment
opportunities. “Class litigation of this magnitude inherently entails significant
opportunity costs.” Vaszlavik, 2000 U.S. Dist. LEXIS 21140, at *9. Moreover, the size
and magnitude of large class actions can impose serious time limitations on the law firms
representing the class. Id. at *10.
21
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 27 of 34
Here, Class Counsel were necessarily precluded from working on other cases and
pursuing otherwise available opportunities due to their dedication of time and effort to
the prosecution of this Litigation.
contingent.
Moreover, Class Counsel’s work was entirely
Thus, Class Counsel worked on this case without receiving any
compensation for their efforts for over three years. See Class Counsel Declaration at ¶32.
Therefore, this fourth Johnson factor also supports the Fee Request.
f.
The Fee is in Line with Customary Fees
As discussed more fully in Section IV.A.1-2 above, the Fee Request of 40% of the
Settlement Fund comports with customary fee awards in similar cases. Judge Phillips
states in his Declaration that the Fee Request “is in line with the amounts approved by
other courts as being fair and reasonable in contingent fee class action litigation such as
this.” Phillips Declaration at ¶14; see also Chieftain Royalty Co., No. CIV-11-212-R,
Dkt. No. 182 at *6 (W.D. Okla. May 31, 2013) (awarding a fee of $46.5 million, which
represented approximately 39% of the cash portion of a $155 million settlement);
CompSource, 2012 U.S. Dist. LEXIS 185061, at *23 (“25% is on the low end of the
range of acceptable fee awards in common fund cases, which ranges between 22% and
37%, and more in some cases”); Hitch, No. 5:11-cv-00013-W, Dkt. No. 144 (awarding a
1/3 fee of a $16.4 million settlement). Judge Burrage agrees, stating:
I know that the typical range of contingent fee agreements in oil and gas
class action litigation in Oklahoma is up to 40% and state and federal courts
typically approve fee requests up to 40%. I believe the requested fee of
40% of the total settlement amount is fair, reasonable and appropriate under
Oklahoma law.
22
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 28 of 34
Burrage Declaration at ¶3. Therefore, this factor supports approval of the Fee Request.
g.
The Fact that the Fee Represents a Prearranged Fee
Negotiated by Sophisticated Clients Supports the Fee
Request
As discussed above, Class Representative negotiated and agreed to a fee of 40% at
the outset of the Litigation, and this factor supports the Fee Request. This agreed-upon
fee reflects the value of this Litigation as measured when the risks and uncertainties of
litigation still lay ahead. See CompSource, 2012 U.S. Dist. LEXIS 185061, at *14-15.
The Settlement obtained for the Settlement Class replaces these risks and uncertainties
with a significant, immediate recovery.
Additionally, Class Counsel agreed to pursue this case based purely on a
contingent fee basis.
See Class Counsel Declaration at ¶32.
If they had not been
successful, Class Counsel would have received zero compensation (not to mention
reimbursement for expenses). Id. Nonetheless, Class Counsel agreed to assume the risks
associated with pursuing this case and have zealously represented the Settlement Class in
obtaining a substantial result.
Therefore, this Johnson factor also supports the Fee
Request. See Vaszlavik, 2000 U.S. Dist. LEXIS 21140, at *10.
h.
The Undesirability of the Case Supports the Fee
Request
The Fee Request is further supported by the fact that taking on this Litigation was
undesirable. “Attorneys must have incentive to take undesirable cases in order to assure
access to the courts for all people….” Millsap, 2003 U.S. Dist. LEXIS 26223, at *41.
Here, the prospect of long, expensive litigation was clear from the beginning, and the risk
23
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 29 of 34
of no recovery that comes with contingent fee representation only added to the case’s
undesirability.
See Class Counsel Declaration at ¶47.
And, as noted above, this
Litigation involved a number of uncertain legal and factual issues. See Section IV.A.5.c.,
supra. Additionally, Class Counsel could not have known which court this case would be
removed or transferred to, if any, or whether future decisions in the Tenth Circuit would
affect the outcome of the case. Simply put, but for Class Counsel’s willingness to take on
and remain committed to the Settlement Class’ case, the Settlement Class may not have
achieved any recovery at all. Therefore, this Johnson factor supports the Fee Request.
i.
The Nature and Length of Class Counsel’s
Relationship with Class Representative Support the
Fee Request
The nature and length of Class Counsel’s relationship with Class Representative
also support the Fee Request.
B&L and NPR have a long-standing professional
relationship with Class Representative lasting over several years. And, as noted above,
Class Representative fully supports the Fee Request here. Therefore, this Johnson factor
also supports the Fee Request.
*
*
*
*
*
In sum, the 40% Fee Request is consistent with the market rate for the quality
representation the Settlement Class received and is well within the range of reasonable
fees commonly awarded in the Tenth Circuit and Oklahoma Courts.
Class
Representative, absent Class Members, Judge Phillips and Judge Burrage also support the
Fee Request.
Moreover, the relevant Johnson factors support the Fee Request by
shedding light on such things as the time, labor, skill, and resources Class Counsel
24
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 30 of 34
dedicated to this Litigation; the risks involved; and the excellent result realized for the
Settlement Class despite those risks. For these reasons, the Court should approve the Fee
Request as fair and reasonable.
B.
Class Counsel’s Out-of-Pocket Litigation Expenses Should be
Reimbursed
Rule 23(h) also allows courts to reimburse counsel for “non-taxable costs that are
authorized by law.” FED. R. CIV. P. 23(h). “As with attorneys fees, an attorney who
creates or preserves a common fund for the benefit of a class is entitled to receive
reimbursement of all reasonable costs incurred…in addition to the attorney fee
percentage.” Vaszlavik, 2000 U.S. Dist. LEXIS 21140, at *11.
Class Counsel respectfully request reimbursement of Litigation Expenses that
have been and may be advanced or incurred by Class Counsel in prosecuting and
resolving this Litigation. Class Counsel set forth in the Notice that they would seek up to
$350,000 in reimbursement of expenses. However, at this time, Class Counsel is only
requesting reimbursement of $157,949.64 in expenses.12 All of these expenses were
reasonably and necessarily incurred by Class Counsel, and are directly related to their
prosecution and resolution of this Litigation. See Class Counsel Declaration at ¶48. The
costs include routine expenses related to copying, court fees, postage and shipping, phone
12
For the Court’s convenience, the Class Counsel Declaration includes charts
summarizing and categorizing Class Counsel’s expenses. See id. at ¶51. Because
additional expenses may continue to be incurred through the Final Approval Hearing on
April 30, 2015, Class Counsel specifically request reimbursement of $157,949.64 plus
the ability to recover additional expenses up to $350,000—the noticed amount—without
further motion or order, to the extent such expenses are actually incurred. At the Final
Approval Hearing, Class Counsel will provide the Court with updated charts of Class
Counsel’s actual expenses incurred.
25
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 31 of 34
charges, legal research, and travel and transportation, as well as expenses for experts and
mediation, which are typical of large, complex class actions such as this one. Id. All of
these expenses were reasonable and critical to Class Counsel’s success in achieving the
Settlement and, therefore, the Expense Request should be granted. Id.
In addition, several Class Members executed affidavits in support of Class
Counsel’s Expense Request. See, e.g., Little Affidavit at ¶3 (“I support all aspects of the
Settlement, including . . . Class Counsel’s expense request in an amount not to exceed
$350,000.00[.]”).
Therefore, Class Counsel respectfully request the Court award the Expense
Request in full and award any additional amount Class Counsel may incur after the filing
of this Memorandum not to exceed $350,000, which additional amount may be
reimbursed to Class Counsel without further application to or order from the Court.
C.
Class Representative is Entitled to a Case Contribution Award
Finally, Class Counsel seeks a case contribution award of 1% of the Settlement
Amount for Class Representative in recognition of the time and expense that it incurred
in order to produce such a significant result for the Class. Case contribution awards are
meant to “compensate[e] class representatives for their work on behalf of the class, which
has benefited from their representation.” In re Marsh ERISA Litig., 265 F.R.D. 128, 150
(S.D.N.Y. 2010).
Here, the requested Case Contribution award is directly in line with, if not less
than, that typically requested in large actions. See, e.g., Eatinger v. BP Am. Prod. Co.,
No. 07-1266-EFM-KMH, Dkt. No. 375 at ¶29 (D. Kan. 2012) (awarding incentive award
26
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 32 of 34
of one-half of 1% of the settlement fund); Velma-Alama Indep. Sch. Dist. No. 15, v.
Texaco, Inc. No. CJ-2002-304, District Court of Stephens County, Oklahoma (2005)
(awarding 1-2% of total settlement amounts); Robertson v. Sanguine, Ltd., No. CJ-02150, District Court of Caddo County, Oklahoma (2003) (awarding 1% class
representative fee); Continental Resources, Inc. v. Conoco, Inc., No. CJ-95-739, District
Court of Garfield County, Oklahoma (2005) (“Court awards to Class Representatives of
1% of the common fund are typical in these types of actions, with some awards
approaching 5% of the common fund.”).
Moreover, this is not a case where Class Representative merely signed the Petition
and then had little or no involvement. See Class Counsel Declaration at ¶55. Rather,
Class Representative actively and effectively fulfilled its obligations as a representative
of the Class, complying with all reasonable demands placed upon it during the
prosecution and settlement of this Action, and provided invaluable assistance to Class
Counsel. Id at ¶¶53-55. Indeed, Robert Abernathy, the President of Chieftain, has
worked with Class Counsel since the inception of this Litigation, and his experience,
knowledge and skill in the oil and gas field, and as an attorney, contributed significantly
to the prosecution of this case. See Abernathy Declaration at ¶¶7,17.
In addition, Mr. Abernathy reviewed pleadings, motions and other court filings,
communicated regularly with Class Counsel, attended a formal mediation session in New
York City, New York, and actively participated in the negotiations that led to the
settlement of this Action. Id. Because Chieftain has already dedicated its time, attention,
and resources to this Action—and will continue to do so in the future—Chieftain is
27
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 33 of 34
entitled to the requested Case Contribution Award.
Finally, numerous Class Members executed affidavits supporting Class
Representative’s request for a Case Contribution Award. See, e.g., Burruss Affidavit at
¶6 (“I support the request for Named Plaintiff and Class Representative, Chieftain
Royalty Company, to receive 1% of the Settlement Amount for its contribution to this
case.”).
V.
CONCLUSION
For the foregoing reasons, Class Representative and Class Counsel respectfully
request the Court enter an order granting approval of the Fee Request of forty percent
(40%) of the Settlement Fund, reimbursement of Litigation Expenses not to exceed
$350,000 and a Case Contribution Award to Class Representative of 1% of the
Settlement Amount.
Dated: March 26, 2015
Respectfully submitted,
/s/ Bradley E. Beckworth
Bradley E. Beckworth, OBA #19982
Jeffrey J. Angelovich, OBA #19981
Susan Whatley, OBA #30960
Lisa Baldwin
Texas Bar No. 24069334
NIX PATTERSON & ROACH, LLP
205 Linda Drive
Daingerfield, TX 75638
(903) 645-7333
(903) 645-4415 (facsimile)
28
Case 5:12-cv-01319-D Document 46 Filed 03/26/15 Page 34 of 34
Robert N. Barnes, OBA #537
Patranell Britten Lewis, OBA #12279
BARNES & LEWIS, LLP
720 NW 50th Street, Suite 200 B
Oklahoma City, OK 73118
Telephone: (405) 843-0363
Facsimile: (405) 843-0790
E-mail: [email protected];
[email protected]
CLASS COUNSEL AND
ATTORNEYS FOR PLAINTIFF
CERTIFICATE OF SERVICE
I hereby certify that I authorized the electronic filing of the foregoing with the
Clerk of the Court using the CM/ECF system, which will send email notification of such
filing to all registered parties.
I certify under penalty of perjury under the laws of the United States of America
that the foregoing is true and correct.
DATED: March 26, 2015.
/s/ Bradley E. Beckworth
Bradley E. Beckworth
29
Case 5:12-cv-01319-D Document 46-1 Filed 03/26/15 Page 1 of 4
EXHIBIT 1
Case 5:12-cv-01319-D Document 46-1 Filed 03/26/15 Page 2 of 4
Case 5:12-cv-01319-D Document 46-1 Filed 03/26/15 Page 3 of 4
Case 5:12-cv-01319-D Document 46-1 Filed 03/26/15 Page 4 of 4
Case 5:12-cv-01319-D Document 46-2 Filed 03/26/15 Page 1 of 11
EXHIBIT 2
Case
Case5:12-cv-01319-D
5:11-cv-00520-D Document
Document46-2
150 Filed
Filed 03/26/15
07/31/14 Page
Page 21 of
of 11
8
IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF OKLAHOMA
____________________________________________
NORTHUMBERLAND COUNTY
)
RETIREMENT SYSTEM and OKLAHOMA
)
LAW ENFORCEMENT RETIREMENT SYSTEM,
)
Individually and On Behalf of All Others Similarly
)
Situated,
)
)
Plaintiffs,
)
)
v.
)
)
GMX RESOURCES INC., et al.,
)
)
Defendants.
)
)
Case No. CIV-11-520-D
ORDER AWARDING ATTORNEYS’ FEES
AND LITIGATION EXPENSES
Before the Court is the Class Representatives’ Unopposed Motion for Approval of
Attorneys’ Fees and Litigation Expenses [Doc. No. 143] (the “Motion”) and
Memorandum of Law in Support Thereof [Doc. No. 144] (the “Memorandum”), wherein
Lead Counsel seek an award of attorneys’ fees constituting twenty-five percent (25%) of
the $2,700,000 Settlement Amount, plus interest, and reimbursement of litigation
expenses not to exceed $125,000, plus interest, to be paid out of the Gross Settlement
Fund.
The Court has considered the Motion and Memorandum, all matters submitted in
connection therewith and the proceedings on the Final Approval Hearing conducted on
July 31, 2014. The Court finds the Motion should be granted.
1
Case
Case5:12-cv-01319-D
5:11-cv-00520-D Document
Document46-2
150 Filed
Filed 03/26/15
07/31/14 Page
Page 32 of
of 11
8
IT IS THEREFORE ORDERED as follows:
1.
This Order incorporates by reference the definitions in the Stipulation and
Agreement of Settlement dated March 25, 2014 [Doc. No. 137-1] (the “Stipulation”) and
all terms not otherwise defined herein shall have the same meanings as set forth in the
Stipulation.
2.
The Court, for purposes of this Order, incorporates herein its findings of
fact and conclusions of law from its Order Granting Final Approval of Class Action
Settlement as if fully set forth.
3.
The Court has jurisdiction to enter this Order and over the subject matter of
the Litigation and all parties to the Litigation, including all Settlement Class Members.
4.
Notice of Lead Counsel’s request for an award of attorneys’ fees and
litigation expenses was given to all Settlement Class Members who could be identified
with reasonable effort. The form and method of notifying the Settlement Class of the
request for an award of attorneys’ fees and reimbursement of litigation expenses is hereby
determined to have been the best notice practicable under the circumstances, constitutes
due and sufficient notice to all persons and entities entitled to receive such notice, and
fully satisfies the requirements of Rule 23 of the Federal Rules of Civil Procedure and
due process.
5.
The Notice stated that Lead Counsel would seek an award of attorneys’ fees
in an amount not to exceed thirty percent (30%) of the Gross Settlement Amount and the
reimbursement of Litigation Expenses in an amount not to exceed $125,000. In their
Motion and Memorandum, Lead Counsel requested attorneys’ fees of twenty-five percent
2
Case
Case5:12-cv-01319-D
5:11-cv-00520-D Document
Document46-2
150 Filed
Filed 03/26/15
07/31/14 Page
Page 43 of
of 11
8
(25%) (less than the amount in the Notice), stated that its expenses incurred to date were
$85,577,29 (less than the amount in the Notice), and requested reimbursement of any
expenses actually incurred in the future not to exceed $125,000.
6.
Lead Counsel provided the Court with abundant evidence in support of their
request for attorneys’ fees and litigation expenses, including: (1) the Motion and
Memorandum [Doc. Nos. 143-144]; (2) the Declaration of Layn R. Phillips [Doc. No.
140]; and (3) the Declaration of Bradley E. Beckworth and Michael K. Yarnoff on Behalf
of Class Counsel [Doc. No. 145] and all exhibits thereto, including the Declaration of
Ginger Poplin on Behalf of Oklahoma Law Enforcement Retirement System.
This
evidence was submitted to the Court well before the objection and opt-out deadline, and
none of the evidence was objected to or otherwise refuted by any Settlement Class
Member. Lead Counsel also submitted additional information in support of its request for
attorneys’ fees and litigation expenses at the Final Approval Hearing.
7.
Lead Counsel are hereby awarded $87,442.63 in reimbursement of
Litigation Expenses, plus interest earned on this amount at the same rate as the Gross
Settlement Fund. The Court concludes Lead Counsel’s expenses to date were necessary
and reasonable to litigate and resolve the Litigation. Lead Counsel submitted an expense
chart and made further representations at the Final Approval Hearing demonstrating that
all expenses were reasonable and were actually incurred in the prosecution of this
Litigation on behalf of the Settlement Class. Further, to the extent Lead Counsel incur
reasonable and necessary expenses above this amount, but not exceeding the noticed
amount of $125,000 throughout the remainder of the Litigation, they are entitled to
3
Case
Case5:12-cv-01319-D
5:11-cv-00520-D Document
Document46-2
150 Filed
Filed 03/26/15
07/31/14 Page
Page 54 of
of 11
8
reimbursement for such expenses without the need for further motion or order from this
Court. Lead Counsel are hereby awarded attorneys’ fees in the amount of 25% of the
Gross Settlement Fund, plus accrued interest. The Court finds the foregoing award of
fees and expenses is fair and reasonable and shall be paid to Lead Counsel from the Gross
Settlement Fund in accordance with the terms of the Stipulation. The distribution among
Plaintiffs’ Counsel of attorneys’ fees shall be within Lead Counsel’s sole discretion.
8.
In making this award of attorneys’ fees and reimbursement of litigation
expenses to be paid from the Gross Settlement Fund, the Court makes the following
findings of fact and conclusions of law in addition to those set forth above:
(a)
The Settlement has created a fund of $2.7 million in cash.
Settlement Class Members who submit acceptable Proofs of Claim will benefit from the
Settlement that occurred because of the efforts of Lead Counsel;
(b)
The fee sought by Lead Counsel has been reviewed and approved as
fair and reasonable by the Court-appointed Lead Plaintiffs, sophisticated institutional
investors that were involved in the prosecution and resolution of the Litigation;
(c)
Copies of the Notice were mailed to over 16,000 potential Settlement
Class Members and nominees stating that Lead Counsel would apply for attorneys’ fees
in an amount not to exceed 30% of the Settlement Fund and reimbursement of litigation
expenses incurred by Lead Counsel in connection with the prosecution and resolution of
the Litigation in an amount not to exceed $125,000, plus interest.
objections to the requested award of attorneys’ fees and expenses;
4
There were no
Case
Case5:12-cv-01319-D
5:11-cv-00520-D Document
Document46-2
150 Filed
Filed 03/26/15
07/31/14 Page
Page 65 of
of 11
8
(d)
Lead Counsel have conducted the Litigation and achieved the
Settlement with skill, perseverance and diligent advocacy;
(e)
The Litigation involves complex factual and legal issues and was
actively prosecuted for over three years;
(f)
Had Lead Counsel not achieved the Settlement, there would remain a
significant risk that Lead Plaintiffs and the other members of the Settlement Class may
have recovered less or nothing from the Settling Defendants;
(g)
Lead Counsel devoted substantial time and resources to achieve the
(h)
In the Tenth Circuit, the preferred approach for determining
Settlement;
attorneys’ fees in common fund cases is the percentage of the fund method. CompSource
Okla. v. BNY Mellon, N.A., No. CIV-08-469-KEW, 2012 U.S. Dist. LEXIS 185061, at
*22-23 (E.D. Okla. Oct. 25, 2012); Gottlieb v. Barry, 43 F.3d 474, 483 (10th Cir. 1994)
(“In our circuit . . . Uselton implies a preference for the percentage of the fund method.”)
citing Uselton v. Commercial Lovelace Motor Freight, 9 F.3d 849 (10th Cir. 1993).
Under the percentage of the fund method, an appropriate fee is equal to a reasonable
percentage of the common fund. Brown v. Phillips Petroleum Co., 838 F.2d 451, 454
(10th Cir. 1988);
(I)
Under this approach the trial court evaluates the reasonableness of
the requested percentage by analyzing the applicable factors contained in Johnson v.
Georgia Highway Express, Inc., 488 F.2d 714 (5th Cir. 1974). See Brown, 838 F.2d 451.
The Johnson factors include:
5
Case
Case5:12-cv-01319-D
5:11-cv-00520-D Document
Document46-2
150 Filed
Filed 03/26/15
07/31/14 Page
Page 76 of
of 11
8
the time and labor required, the novelty and difficulty of the question
presented by the case, the skill requisite to perform the legal service
properly, the preclusion of other employment by the attorneys due to
acceptance of the case, the customary fee, whether the fee is fixed or
contingent, any time limitations imposed by the client or the
circumstances, the amount involved and the results obtained, the
experience, reputation and ability of the attorneys, the undesirability
of the case, the nature and length of the professional relationship
with the client, and awards in similar cases.
Gottlieb, 43 F.3d at 483 n.4 (citing Johnson, 488 F.2d at 717-19);
(j)
Although the Court must assess the reasonableness of the fee under
the Johnson factors, rarely will all of the Johnson factors be applicable in a common fund
case. Uselton, 9 F.2d at 854 (quoting Brown, 838 F.2d at 456);
(k)
As set forth in the Memorandum, most, if not all, of the Johnson
factors support Lead Counsel’s fee request here;
(l)
An award of twenty-five percent (25%) of the settlement value is
well within the range of acceptable fee awards around the nation in common fund cases.
See, e.g., Brown, 838 F.2d at 455 n.2; see also 4 Newberg On Class Actions § 14:6 (4th
ed. 2002) (“fee awards in class actions average around one-third of the recovery.”);1
(m)
Lead Counsel’s request of 25% of the $2.7 million Settlement
Amount is well within the acceptable range of attorneys’ fees approved by Oklahoma
1
Counsel estimate “they have collectively expended over 2,000 hours of attorney and professional support
staff time on the prosecution and resolution of this matter. See Declaration of Bradley E. Beckworth and Michael K.
Yarnoff on Behalf of Class Counsel [Doc. No. 145] at ¶35. At the Final Approval Hearing, counsel represented to
the Court that the great majority of this time was attorney hours. The Court is not required to conduct a lodestar
assessment of the hours versus a reasonable hourly rate. Nonetheless, even if such an assessment were made, the
Court would reach the same conclusion that the requested fees are reasonable.
6
Case
Case5:12-cv-01319-D
5:11-cv-00520-D Document
Document46-2
150 Filed
Filed 03/26/15
07/31/14 Page
Page 87 of
of 11
8
federal courts as being fair and reasonable in contingent fee class action litigation such as
this. See Declaration of Layn R. Phillips [Doc. No. 140] at ¶14;
(n)
The market rate for Lead Counsel’s legal services also informs the
determination of a reasonable percentage to be awarded from the common fund as
attorney fees. Millsap v. McDonnel Douglas Corp., No. 94-CV-633-H(M), 2003 U.S.
Dist. LEXIS 26223, at *26 (N.D. Okla. May 28, 2003);
(o)
Each Lead Plaintiff negotiated at arm’s-length and agreed to a 25%
contingency fee at the outset of this litigation, reflecting the value Lead Plaintiffs placed
on the future success of this Litigation. Additionally, both Lead Plaintiffs endorsed the
25% fee request as fair and reasonable; and
(p)
Judge Layn R. Phillips, who mediated the Settlement and is familiar
with the strengths and weakeness of the parties’ claims, stated his opinion that Lead
Counsel’s request for a 25% fee is fair and reasonable under the specific facts and
circumstances of this case. See Declaration of Layn R. Phillips [Doc. No. 140] at ¶14.
9.
Any appeal or any challenge affecting this Order Awarding Attorneys’ Fees
and Litigation Expenses shall in no way disturb or affect the finality of the Judgment, the
Stipulation or the Settlement contained therein.
10.
Exclusive jurisdiction is hereby retained over the parties and the Settlement
Class Members for all matters relating to this Litigation, including the administration,
interpretation, effectuation or enforcement of the Stipulation and this Order.
7
Case
Case5:12-cv-01319-D
5:11-cv-00520-D Document
Document46-2
150 Filed
Filed 03/26/15
07/31/14 Page
Page 98 of
of 11
8
11.
There is no reason for delay in the entry of this Order and immediate entry
by the Clerk of the Court is expressly directed pursuant to Rule 54(b) of the Federal Rules
of Civil Procedure.
IT IS SO ORDERED this 31st day of July, 2014.
8
Case 5:12-cv-01319-D Document 46-2 Filed 03/26/15 Page 10 of 11
Thursday, July 31, 2014 3:02 PM
This is an automatic e-mail message generated by the CM/ECF system. Please DO NOT
RESPOND to this e-mail because the mail box is unattended.
***NOTE TO PUBLIC ACCESS USERS*** Judicial Conference of the United States policy
permits attorneys of record and parties in a case (including pro se litigants) to receive one free
electronic copy of all documents filed electronically, if receipt is required by law or directed by
the filer. PACER access fees apply to all other users. To avoid later charges, download a copy of
each document during this first viewing. However, if the referenced document is a transcript,
the free copy and 30 page limit do not apply.
U.S. District Court
Western District of Oklahoma[LIVE]
Notice of Electronic Filing
The following transaction was entered on 7/31/2014 at 2:47 PM CDT and filed on 7/31/2014
Case Name:
Northumberland County Retirement System et al v. GMX Resources Inc et al
Case Number:
5:11-cv-00520-D
Filer:
Document Number: 150
Docket Text:
ORDER granting [143] Motion for Attorney Fees. Signed by Honorable Timothy D.
DeGiusti on 7/31/2014. (mb)
5:11-cv-00520-D Notice has been electronically mailed to:
Joe M Hampton
[email protected], [email protected]
Harvey D Ellis, Jr [email protected], [email protected],
[email protected], [email protected]
Mack J Morgan, III [email protected], [email protected],
[email protected]
Hugh A Baysinger
Stephen L Olson
[email protected], [email protected]
[email protected], [email protected]
L Mark Walker [email protected], [email protected],
[email protected], [email protected]
Don S Strong
[email protected], [email protected]
Jason E Roselius
[email protected], [email protected], [email protected]
Page 1 of 2
Case 5:12-cv-01319-D Document 46-2 Filed 03/26/15 Page 11 of 11
Amy J Pierce
[email protected], [email protected]
Derrick L Morton [email protected], [email protected], [email protected],
[email protected]
Bradley Earl Beckworth [email protected], [email protected],
[email protected], [email protected], [email protected]
Andrew R Harroz
[email protected], [email protected], [email protected]
Melanie W Rughani [email protected], [email protected],
[email protected]
John C Lennon
[email protected], [email protected]
Kenneth P Held
[email protected], [email protected]
Michael K Yarnoff
[email protected]
[email protected], [email protected], [email protected],
Margaret E Onasch
[email protected], [email protected]
5:11-cv-00520-D Notice has been delivered by other means to:
The following document(s) are associated with this transaction:
Document description:Main Document
Original filename:n/a
Electronic document Stamp:
[STAMP dcecfStamp_ID=1041971380 [Date=7/31/2014] [FileNumber=2810198-0
] [1ba8d00df0e892f6818fb78e694e874ecd97990b1689de20cf7a1db2da6f28098be
cfc069201633e8f73c5874f73001c29676df6a37be66237df1227cf63099a]]
Page 2 of 2
Thursday, March 26, 2015 2:38 PM
This is an automatic e-mail message generated by the CM/ECF system. Please DO NOT
RESPOND to this e-mail because the mail box is unattended.
***NOTE TO PUBLIC ACCESS USERS*** Judicial Conference of the United States policy
permits attorneys of record and parties in a case (including pro se litigants) to receive one free
electronic copy of all documents filed electronically, if receipt is required by law or directed by
the filer. PACER access fees apply to all other users. To avoid later charges, download a copy of
each document during this first viewing. However, if the referenced document is a transcript,
the free copy and 30 page limit do not apply.
U.S. District Court
Western District of Oklahoma[LIVE]
Notice of Electronic Filing
The following transaction was entered by Beckworth, Bradley on 3/26/2015 at 1:56 PM CDT and filed
on 3/26/2015
Case Name:
Chieftain Royalty Company v. Laredo Petroleum Inc
Case Number:
5:12-cv-01319-D
Filer:
Chieftain Royalty Company
WARNING: CASE CLOSED on 04/30/2013
Document Number: 46
Docket Text:
BRIEF IN SUPPORT re [45] MOTION for Attorney Fees Class Representative's Motion
for Approval of Attorneys' Fees, Reimbursement of Litigation Expenses and Case
Contribution Award Memorandum of Law in Support of Motion for Approval of
Attorneys' Fees, Reimbursement of Litigation Expenses, and Case Contribution Award
by Chieftain Royalty Company. (Attachments: # (1) Exhibit Declaration of Michael
Burrage in Support of Attorneys' Fees, # (2) Exhibit GMX Order Awarding Attorneys'
Fees and Litigation Expenses)(Beckworth, Bradley)
5:12-cv-01319-D Notice has been electronically mailed to:
Bradley Earl Beckworth [email protected], [email protected],
[email protected], [email protected], [email protected]
Mark D Christiansen [email protected], [email protected],
[email protected]
Patranell Britten Lewis [email protected], [email protected],
[email protected], [email protected]
Robert N Barnes [email protected], [email protected], [email protected],
[email protected]
Page 1 of 2
5:12-cv-01319-D Notice has been delivered by other means to:
The following document(s) are associated with this transaction:
Document description:Main Document
Original filename:n/a
Electronic document Stamp:
[STAMP dcecfStamp_ID=1041971380 [Date=3/26/2015] [FileNumber=2980446-0
] [5f21512aabe474ea27674427a0b5393cf259e8510196078ac22bff53ea214945ca1
d378c4f9d262d0f8bde6ff9911d6baef51a9038117d7399638a42c53b0977]]
Document description:Exhibit Declaration of Michael Burrage in Support of Attorneys' Fees
Original filename:n/a
Electronic document Stamp:
[STAMP dcecfStamp_ID=1041971380 [Date=3/26/2015] [FileNumber=2980446-1
] [12b81d510ba10290ca902798e5c66a65f6ffb5462d624080f2472ee9da209b1678a
054f7365c8f2d6afb8e8e52e95966d770626c2edc4d664b740dd6a4deb1e3]]
Document description:Exhibit GMX Order Awarding Attorneys' Fees and Litigation Expenses
Original filename:n/a
Electronic document Stamp:
[STAMP dcecfStamp_ID=1041971380 [Date=3/26/2015] [FileNumber=2980446-2
] [61dd0a4212565c19d5d7adb68203a85c36b152ca2e06c4384f6694fb8c0b70192b4
3591ff88bf5e1fb68c561395cb902d6fd7e49a83f18f6d9e967830a3c6db7]]
Page 2 of 2