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Simerlein v. Toyota Motor Corporation

United States District Court, D. Connecticut

June 10, 2019

NED SIMERLEIN, JAMES ECKHOFF, MARICEL LOPEZ, CRAIG KAISER, JOHN F. PRENDERGAST, RAYMOND ALVAREZ, ROSARIO ALVAREZ, KAREN EASON, JENNIFER SOWERS, JENNIFER FRANKLIN, JORDAN AMRANI, CRYSTAL GILLESPIE, MELISSA STALKER, DILLEN STEEBY, PAULA MCMILLIN, JOSEPH C. HARP JR., JAMES TINNEY, AND MELISSA JUGO TINNEY, individually and on behalf of all others similarly situated, Plaintiffs,
v.
TOYOTA MOTOR CORPORATION, TOYOTA MOTOR NORTH AMERICA INC., TOYOTA MOTOR SALES U.S.A., INC., TOYOTA MOTOR ENGINEERING & MANUFACTURING NORTH AMERICA, INC., and TOYOTA MOTOR MANUFACTURING, INDIANA, INC., Defendants.

          RULING AND ORDER ON MOTION FOR FINAL APPROVAL AND CERTIFICATION OF SETTLEMENT CLASS AND MOTION FOR ATTORNEY'S FEES, EXPENSES, AND SERVICE AWARDS

          VICTOR A. BOLDEN UNITED STATES DISTRICT JUDGE.

         The parties in this consumer class action, Simerlein v. Toyota Motor Corp. et al., originally filed in this District on June 30, 2017, and Combs v. Toyota Motor Corp. et al., originally filed in the Central District of California on June 23, 2017, No. 2:17-cv-4633 (VAP)(AFM), have reached an agreement to resolve the product defect and consumer protection claims raised by the plaintiffs in both cases. See Settlement Agreement, filed Dec. 11, 2018 (“Agrmt.”), ECF No. 85.

         On January 14, 2019, the Court conditionally certified the proposed Settlement Class in this case, preliminarily approved the parties' proposed settlement agreement, approved proposed notices to the proposed Settlement Class, and appointed Class Representatives, Class Counsel, Settlement Claims Administrators, and a Settlement Notice Administrator. See Ruling and Order on Motion for Preliminary Approval, dated Jan. 14, 2019 (“Ruling and Order”), ECF No. 107.

         Ned Simerlein, James Eckhoff, Maricel Lopez, Craig Kaiser, and John F. Prendergast (the “Simerlein Plaintiffs”) and Raymond Alvarez, Rosario Alvarez, Karen Eason, Jennifer Sowers, Jennifer Franklin, Jordan Amrani, Crystal Gillespie, Melissa Stalker, Dillen Steeby, Paula McMillin, Joseph C. Harp Jr., James Tinney, and Melissa Jugo Tinney (the “Combs Plaintiffs”) (collectively, “Plaintiffs” or “Class Representatives”) now move, inter alia, for final approval of the Settlement Agreement and certification of the Settlement Class. Unopposed Motion for Final Approval of Class Settlement and Certification of Settlement Class, dated May 10, 2019 (“Mot.”), ECF No. 122; see also Plaintiffs' Memorandum of Law in Support of Mot., dated May 10, 2019 (“Pls.' Mem.”), ECF No. 122-1.

         Defendants fully support this motion. See Defendants' Memorandum of Law in Support of Mot., dated May 10, 2019 (“Defs.' Mem.”), ECF No. 126.

         Plaintiffs also move for awards of $6, 500, 000 in attorney's fees, $370, 972.29 in litigation costs, and for service awards of $2, 500 for each Class Representative. Plaintiffs' Motion for Attorneys' Fees, Expenses, and Service Awards to the Class Representatives, dated May 10, 2019 (“Fee Mot.”), ECF No. 125; Plaintiffs' Memorandum of Law in Support of Fee Mot., dated May 10, 2019 (“Fee Mem.”), ECF No. 125-1.

         Upon reviewing the Settlement Agreement, all the filings submitted in connection with the motion, and after conducting a fairness hearing on June 4, 2019, Plaintiffs' motions are GRANTED, and the Court FINDS, CONCLUDES, and ORDERS as follows.

         I. FACTUAL AND PROCEDURAL BACKGROUND

         A. The Parties

         1. The Simerlein Plaintiffs

         The Simerlein Plaintiffs are all owners of Toyota Sienna minivans with power sliding rear passenger doors.[1] See Amended Complaint, dated Oct. 6, 2017 (“Simerlein Am. Compl.”), ECF No. 36, ¶¶ 18-51; see also Second Amended Complaint, dated Dec. 11, 2018 (the “Operative Complaint” or “Op. Compl.”), ECF No. 80. The Simerlein Plaintiffs reside in five different states: Connecticut, New York, Florida, Indiana, and Maine. See Simerlein Am. Compl. ¶¶ 18, 27, 32, 38, 44.

         Ned Simerlein, a resident of Cheshire, Connecticut, owns a “2013 Toyota Sienna XLE, which he purchased used in or around September 30, 2016 from a Toyota dealership located in New Jersey.” Op. Compl. ¶¶ 18-19.

         James Eckhoff, a resident of North Babylon, New York, owns a 2013 Toyota Sienna XLE, which he purchased new in 2003 in Islip, New York. Id. ¶¶ 76-77.

         Maricel Lopez, a resident of Port St. Lucie, Florida, owns a 2011 Toyota Sienna LE, which she purchased new in 2011 at Toyota of Vero Beach in Vero Beach, Florida. Id. ¶¶ 41-42.

         Craig Kaiser, a resident of Noblesville, Indiana, owns a 2015 Toyota Sienna LE, which he purchased new in January 2015 in Chicago, Illinois. Id. ¶¶ 50-51.

         John F. Prendergast, a resident of Camden, Maine, owns a 2015 Toyota Sienna XLE, which he purchased in March 2016 in Saco, Maine.

         2. The Combs Plaintiffs

         The Combs Plaintiffs are all owners of Toyota Sienna minivans with power sliding rear passenger doors.[2] See Second Amended Complaint ¶¶ 9-47 Combs v. Toyota Motor Corp. et al., No. 2:17-cv-4633 (VAP)(AFM) (C.D. Cal. Jan. 16, 2018), ECF No. 51 (hereafter, “Combs Am. Compl.”); see also Op. Compl. The Combs Plaintiffs reside in eight different states: California, Alabama, Illinois, Kentucky, Missouri, Nevada, Pennsylvania, and West Virginia.[3] See Combs Am. Compl. ¶¶ 9, 13, 16, 19, 23, 26, 34, 38, 42, 45.

         Raymond Alvarez and Rosario Alvarez, residents of Rancho Cucamonga, California, own a 2011 Toyota Sienna, which they purchased new from Power Toyota Cerritos. Op. Compl. ¶¶ 31-32.

         Karen Eason, a resident of Jurupa Valley, California, owns a 2011 Toyota Sienna, which she purchased new from Larry Miller Toyota in Corona, California. Id. ¶¶ 35-36.

         Jennifer Sowers, a resident of Lodi, California, owns a 2013 Toyota Sienna, which she purchased new from Geweke Toyota in Lodi, California. Id. ¶¶ 38-39.

         Jennifer Franklin, a resident of Woodstock, Alabama, owns a 2014 Toyota Sienna XLE, which she purchased used from Moore Nissan in Bessemer, Alabama. Id. ¶¶ 27-28.

         Jordan Amrani, a resident of Skokie, Illinois, owns a 2013 Toyota Sienna, which he purchased new in Schaumburg, Illinois. Id. ¶¶ 47-48.

         Crystal Gillespie, a resident of Ulysses, Kentucky, owns a 2013 Toyota Sienna, which she purchased used from Pop's Chevrolet Buick in Prestonsburg, Kentucky. Id. ¶¶ 56-57.

         Melissa Stalker, a resident of Van Lear, Kentucky, owns a 2017 Toyota Sienna, which she purchased new from Walters Toyota in Pikeville, Kentucky. Id. ¶¶ 60-61.

         Dillen Steeby, a resident of Lee's Summit, Missouri, owns a 2015 Toyota Sienna, which he purchased new from Jay Wolfe Toyota in Kansas City, Missouri. Id. ¶¶ 72-73.

         Paula McMillin, a resident of Las Vegas, Nevada, owns a 2013 Toyota Sienna, which she purchased new from Beaverton Toyota in Beaverton, Oregon. Id. ¶¶ 59-60.

         Joseph C. Harp Jr., a resident of Fort Washington, Pennsylvania, owns a 2015 Toyota Sienna, which he purchased new from Thompson Toyota in Doylestown, Pennsylvania. Id. ¶¶ 63-64.

         James Tinney and Melissa Jugo Tinney, residents of Charleston, West Virginia, own a 2016 Toyota Sienna, which they purchased new from Bert Wolfe Toyota in Charleston, West Virginia. Id. ¶¶ 45-46.

         3. Defendants

         Toyota Motor Corporation, Toyota Motor North America, Inc., Toyota Motor Sales U.S.A., Inc., Toyota Motor Engineering & Manufacturing North America, Inc., and Toyota Motor Manufacturing, Indiana, Inc. (collectively, the “Simerlein Defendants”) are the named defendants in the Simerlein class action, and have been since its inception. See Complaint, dated June 30, 2017, ECF No. 1. Toyota Motor Corporation, Toyota Motor Sales U.S.A., Inc., and Toyota Motor Engineering & Manufacturing North America, Inc. (the “Combs Defendants”) are also named defendants in the Combs class action. See Complaint, Combs v. Toyota Motor Corp. et al., No. 2:17-cv-4633 (VAP)(AFM) (C.D. Cal. Jun. 23, 2017), ECF No. 1.

         Toyota Motor Corporation is a Japanese corporation with headquarters at 1 Toyota-Cho, Toyota City, Aichi Prefecture, 471-8571, Japan. Op. Compl. ¶ 69. Toyota Motor Corporation is the parent corporation of Toyota Motor Sales, U.S.A., Inc. Id. Toyota Motor Corporation designs, manufactures, markets, distributes, and sells Toyota automobiles through its various entities throughout the United States. Id. ¶ 70.

         Toyota Motor North America, Inc. (“Toyota Motor North America”) is a California corporation with headquarters at 6565 Headquarters Drive, Plano, Texas. Id. ¶ 71. Toyota Motor North America is “a holding company for sales, manufacturing, engineering, and research and development subsidiaries of Toyota Motor Corporation located in the United States.” Id. Toyota Technical Center, a division of Toyota Motor North America, Inc., is alleged to be the driving force behind Toyota's North America engineering and research and development activities. Id. ¶ 72. According to Defendants, Toyota Motor North America, Inc. is a subsidiary of TMC. Corporate Disclosure Statement, dated July 28, 2017, ECF No. 1, ¶ 2.

         Toyota Motor Sales, U.S.A., Inc. (“Toyota Motor Sales”) is a California corporation with headquarters at 6565 Headquarters Drive, Plano, Texas. Id. ¶ 73. It is alleged to be the sales and marketing division for Toyota Motor Corporation in the United States, overseeing sales and other operations across the United States and distributing vehicles such as the Sienna minivan through its network of dealerships. Id. ¶ 74. Toyota Motor Sales also allegedly issues the express repair warranties for the Sienna minivan. Id. ¶ 75. According to Defendants, Toyota Motor Sales is a subsidiary of Toyota Motor North America, Inc.. Corporate Disclosure Statement, dated July 28, 2017, ECF No. 1, ¶ 2.

         Toyota Motor Engineering & Manufacturing North America, Inc. (“Toyota Motor Engineering & Manufacturing North America”) is a Kentucky corporation with headquarters at 6565 Headquarters Drive, Plano, Texas. Op. Compl. ¶ 76. Toyota Motor Engineering & Manufacturing North America is allegedly responsible for much of Toyota's engineering design and development, research and development, and manufacturing activity in North America. Id. ¶ 77. According to Defendants, Toyota Motor Engineering & Manufacturing North America is a subsidiary of Toyota Motor North America. Corporate Disclosure Statement, dated July 28, 2017, ECF No. 1, ¶ 2.

         Toyota Motor Manufacturing, Indiana, Inc. (“Toyota Motor Manufacturing, Indiana”) is an Indiana corporation with headquarters at 4000 Tulip Tree Drive, Princeton, Indiana. Op. Compl. ¶ 78. Toyota Motor Manufacturing, Indiana is the manufacturer of the Sienna minivan. Id. According to Defendants, Toyota Motor Manufacturing, Indiana is a wholly-owned subsidiary of Toyota Motor Engineering & Manufacturing North America. Corporate Disclosure Statement, dated July 28, 2017, ECF No. 1, ¶ 1.

         B. Factual Allegations

         1. The Sienna Minivan

         Defendants have allegedly designed, manufactured, marketed, and sold Toyota Sienna minivans (hereafter the “Sienna” or “Siennas”) since 1998. Id. ¶ 80. Since 2003, Siennas have allegedly been manufactured by Toyota Motor Manufacturing, Indiana. Id. ¶ 81.

         The Siennas, the subject of this lawsuit, are allegedly the third-generation of this vehicle, id. ¶ 82, and allegedly were engineered by the Toyota Technical Center (a division of Toyota Motor North America) and Toyota Motor Corporation. Id.

         Power sliding rear passenger doors have allegedly been an optional feature in all but the most basic model of the Sienna since 1998. Id. ¶ 83. In 2011, however, the power sliding rear passenger door became a standard feature in three Sienna models (the LE, XLE, and Limited) and an optional feature in the most basic models (the “Sienna” or “Sienna L”). Id.

         Several Plaintiffs allege that the power sliding doors were a key factor in their decision to purchase the Sienna. See Id. ¶¶ 20 (Mr. Simerlein), 43 (Ms. Lopez), 52 (Mr. Kaiser), 78 (Mr. Eckhoff).

         2. The Power Sliding Rear Passenger Door Defect

         Plaintiffs allege that the power sliding rear passenger doors of the Sienna are unsafe “because they can open independently while on the road, close independently, freeze in position, and otherwise malfunction, thereby exposing passengers to the risk of injury.” Pls.' Mem. at 4; see also Op. Compl. ¶ 6. Plaintiffs allege that this defect has been revealed to Toyota through many complaints to the National Highway and Transportation Safety Administration (NHTSA) as well as hundreds of direct reports through warranty claims and field reports. Op. Compl. ¶ 7. Plaintiffs allege, inter alia, that Defendants were aware of the defect for many years but “continued to manufacture, market, sell, lease, and warrant its Siennas in order to reap profits, without disclosing that the power sliding doors were inherently defective, dangerous and created a grave risk of bodily harm and death.” Id.

         Plaintiffs commissioned an independent automotive engineering consultant, who allegedly identified numerous flaws in the design of the power sliding rear passenger doors. See Op. Compl. ¶¶ 92-125. Plaintiffs allege that “[t]he overall design defect results in, among other things: (a) the doors opening independently, posing risk of passengers falling out while the vehicles are in motion and risk of accident due to driver distraction; (b) closing independently, potentially trapping any object in their path, including the arms and legs of young passengers; (c) freezing in a partially open position, sometimes resulting in consumers having to drive the car from the place at which their door froze to, at a minimum, home or a dealer with the door partially open; (d) freezing in a partially or fully closed position, which poses the risk of passengers being unable to exit or be unloaded from the vehicle in a dangerous situation; (e) failing to latch/lock, enabling small children to push open the door easily, thereby defeating and bypassing the child lock feature of the doors; (f) failing fuel door assemblies that prevent driver side door operation; and (g) failing to consistently and reliably detect objects or people on its path to prevent injury or door malfunction.” Id. ¶ 95.

         3. Defendants' Notices

         On December 23, 2016, Defendants issued an interim safety recall notice for model year 2011 through 2016 Toyota Siennas, recognizing some issues in the power sliding rear passenger doors. See Interim Notice of NHTSA Recall No. 16V-858, dated Dec. 23, 2016 (“Interim Notice”), annexed as Ex. A to Op. Compl., Ex. A. According to that notice, Defendants found “a possibility that if the sliding door opening operation is impeded, the sliding door motor circuit could be overloaded, opening the fuse for the motor. If this occurs when the door latch is in an unlatched position, the door could open while driving, increasing the risk of injury to a vehicle occupant.” Op. Compl. ¶ 1 (quoting Interim Notice). The recall notice did not, however, identify an immediate remedy. See Interim Notice.

         On July 12, 2017, Toyota Motor North America issued a Remedy Notice to Dealer Principals, General Managers, Service Managers, and Parts Managers. See Remedy Notice of NHTSA Recall No. 16V-858, dated July 12, 2017 (“Remedy Notice”), annexed as Ex. B to Op. Compl. That notice explained that, for most of the 744, 400 vehicles covered by the recall, Defendants would replace the instrument panel junction block and install new wire harnesses connecting them to the power sliding doors. Id.

         Plaintiffs allege that Defendants' proposed remedy was insufficient, as the “problem of doors closing, jamming, and freezing is not addressed at all.” Op. Compl. ¶ 10. According to Plaintiffs, “this purported fix does not cure all of the defects in the power sliding doors, because the root of the problem is not solely the junction box or the harnesses, but a uniform fundamental design flaw that pervades the entire power sliding door system, including other components such as the lock assemblies/latches, hinges and fuel doors.” Id.

         C. This Class Action Lawsuit

         On June 30, 2017, Mr. Simerlein, individually and on behalf of all others similarly situated, filed a class action Complaint against the Simerlein Defendants. See Complaint, dated June 30, 2017 (“Compl.”), ECF No. 1. Mr. Simerlein asserted claims on behalf of a nationwide class, a Connecticut class, and a multi-state consumer protection class under, inter alia, the Magnusson-Moss Warranty Act, 15 U.S.C. § 2301 et seq., the Connecticut Unfair Trade Practices Act, Conn. Gen. Stat. § 42-110a et seq., and other relevant state consumer protection statutes. Id. ¶¶ 183, 196-251.

         In July 2017, Mr. Simerlein served this lawsuit on Toyota Motor Sales, Toyota Motor Manufacturing, Indiana, Toyota Motor North America, and Toyota Motor Engineering and Manufacturing North America. See Affidavits of Service, filed July 21, 2017 and July 24, 2017, ECF Nos. 13-16. On July 28, 2017, counsel for Toyota Motor Sales, Toyota Motor Engineering and Manufacturing North America, and Toyota Motor Manufacturing, Indiana appeared. See Notice of Appearance, dated July 28, 2017, ECF No. 23.

         On September 18, 2017, Toyota Motor Corporation and Mr. Simerlein agreed to forego the formalities of the Hague Service Convention and for Toyota Motor Corporation to be deemed served in exchange for additional time for Toyota Motor Corporation to answer or respond to the Complaint, as well as additional time to respond to discovery requests and certain additional conditions for a Rule 30(b)(6) deposition. See Stipulation Regarding Service on Toyota Motor Corporation, dated Sept. 18, 2017, ECF No. 35.

         On October 6, 2017, with the Simerlein Defendants' consent, Mr. Simerlein filed an Amended Complaint naming Mr. Eckhoff, Ms. Lopez, Mr. Kaiser, and Mr. Prendergast as additional Plaintiffs. Amended Compl., dated Oct. 6, 2017 (“Am. Simerlein Compl.”), ECF No. 36.

         In the Amended Complaint, the Simerlein Plaintiffs asserted claims on behalf of a nationwide class, consisting of “all persons who purchased or leased, anywhere in the United States, including the District of Columbia, Puerto Rico, and all U.S. territories, one or more 2011 through 2017 model year Toyota Sienna vehicles with power sliding doors.” Id. ¶ 258. The Simerlein Plaintiffs also asserted claims on behalf of a multi-state consumer protection class, consisting of “all persons who purchased or leased in, or purchased or lease while residing in, one of the following states one or more 2011 through 2017 model year Toyota Sienna vehicles with power sliding doors: Alaska, Arkansas, California, Connecticut, Delaware, Florida, Hawaii, Illinois, Massachusetts, Michigan, Missouri, New Jersey, New York, Rhode Island, Vermont, Washington, Wisconsin, and the District of [Columbia], [and] any additional states which the Court determines to have sufficiently similar law to Connecticut without creating manageability issues.” Id. Finally, the Simerlein Plaintiffs asserted claims on behalf of five state-specific classes: a Connecticut Class, a New York Class, a Florida Class, an Indiana Class, and a Maine Class. Id.

         The Simerlein Plaintiffs asserted the following causes of action against the Simerlein Defendants: (1) violations of the Connecticut Unfair Trade Practices Act and materially identical state consumer protection statutes, on behalf of the Multi-State Consumer Protection Class (Count One); (2) violations of the Connecticut Unfair Trade Practices Act, on behalf of the Connecticut Class (Count Two); (3) breach of express warranty, on behalf of the Connecticut Class (Count Three); (4) breach of implied warranty, on behalf of the Connecticut Class (Count Four); (5) unjust enrichment on behalf of the Connecticut Class (Count Five); (6) violation of New York General Business Law Section 349, on behalf of the New York class (Count Six); (7) breach of express warranty on behalf of the New York Class (Count Seven); (8) breach of implied warranty on behalf of the New York Class (Count Eight); (9) unjust enrichment on behalf of the New York Class (Count Nine); (10) violation of the Florida Deceptive and Unfair Trade Practices Act, Fla. Stat. § 501.201 et seq., on behalf of the Florida Class (Count Ten); (11) breach of express warranty on behalf of the Florida Class (Count Eleven); (12) breach of implied warranty, on behalf of the Florida Class (Count Twelve); (13) unjust enrichment, on behalf of the Florida Class (Count Thirteen); (14) violations of the Indiana Deceptive Consumer Sales Act, Ind. Code § 24-5-0.5 et seq., on behalf of the Indiana Class (Count Fourteen); (15) breach of express warranty, on behalf of the Indiana Class (Count Fifteen); (16) breach of implied warranty, on behalf of the Indiana Class (Count Sixteen); (17) unjust enrichment, on behalf of the Indiana Class (Count Seventeen); (18) violations of the Maine Unfair Trade Practices Act, Maine Rev. Stat. Ann. tit. 5, § 205-A et seq., on behalf of the Maine Class (Count Eighteen); (19) breach of express warranty, on behalf of the Maine Class (Count Nineteen); (20) breach of implied warranty, on behalf of the Maine Class (Count Twenty); (21) unjust enrichment, on behalf of the Maine Class (Count Twenty-One); (22) violation of Magnuson-Moss Warranty Act, 15 U.S.C. § 2301, et seq., on behalf of the Nationwide Class (Count Twenty-Two). See Id. at 76-132.

         On November 30, 2017, additional counsel appeared on behalf of Toyota Motor North America, Toyota Motor Corporation, and the other Simerlein Defendants. See Motions for Pro Hac Vice Admission, dated Nov. 30, 2017, ECF Nos. 39-41.

         On December 4, 2017, the Simerlein Defendants moved to dismiss the action. Motion to Dismiss, dated Dec. 4, 2017, ECF No. 45. Toyota argued that the out-of-state Simerlein Plaintiffs' claims failed for lack of personal jurisdiction. Id. at 5-10. Toyota also argued that Mr. Simerlein's claims failed to state a claim for relief under Federal Rule of Civil Procedure 12(b)(6). Id. at 10-25.

         On January 22, 2018, the Simerlein Plaintiffs opposed the motion to dismiss. Opp. to Mot. to Dismiss, ECF No. 53. Several months of additional briefing followed, see ECF Nos. 55- 64, and the Court scheduled oral argument for September 26, 2018, see Notice of E-Filed Calendar, dated Aug. 24, 2018, ECF No. 67.

         On September 24, 2018, the parties filed a joint status report, seeking to adjourn the oral argument and re-convene for a telephonic status conference in November. Joint Status Report, dated Sept. 24, 2018, ECF No. 69.

         On September 25, 2018, the Court granted the motion to adjourn and set a telephonic status conference for November 15, 2018. Order, dated Sept. 25, 2018, ECF No. 70; Scheduling Order, dated Sept. 25, 2018, ECF No. 71. The Court also denied the motion to dismiss without prejudice to refiling it after the telephonic status conference. Order, dated Sept. 25, 2018, ECF No. 70.

         On November 6, 2018, the parties reported substantial progress in the matter and requested to continue the status conference to December. Joint Motion, dated Nov. 6, 2018, ECF No. 74.

         On November 7, 2018, the Court granted the motion and continued the telephonic status conference to December 12, 2018. Order, dated Nov. 7, 2018, ECF No. 75.

         D. The Proposed Settlement Agreement

         On December 11, 2018, the Simerlein Plaintiffs filed a Second Amended Complaint, with the consent of Defendants but without leave of the Court. See Op. Compl. The Second Amended Complaint names the Combs Plaintiffs as Plaintiffs in the Simerlein action. Id. It also incorporates the specific state-level causes of action alleged in the Combs action.

         That same day, the Simerlein and Combs Plaintiffs filed a proposed Settlement Agreement, executed on December 10, 2018 by W. Daniel “Dee” Miles III of Beasley, Allen, Crow, Methvin, Portis & Miles, P.C. (who has represented the Combs Plaintiffs), Adam Levitt of DiCello Levitt & Casey LLC (who has represented the Combs Plaintiffs), Demet Basar of Wolf Haldenstein Adler Freeman & Herz LLP (who has represented the Simerlein Plaintiffs), John P. Hooper of King & Spalding LLP (who represents all Defendants), and Toyota Motor North America Group Vice President, General Counsel and Chief Legal Officer Sandra Phillips Rogers. See Agrmt. at 50-51.

         The proposed settlement sought relief on behalf of the following proposed nationwide Settlement Class:

All persons, entities or organizations who, at any time as of the entry of the Initial Notice Date [the date on which the first notice is disseminated to the Class], own or owned, purchase(d) or lease(d) Subject Vehicles [2011 through 2018 model year Toyota Sienna vehicles] distributed for sale or lease in any of the fifty States, the District of Columbia, Puerto Rico and all other United States territories and/or possessions.

Agrmt. ¶ II.J. This proposed Settlement Class excluded:

(a) Toyota [the Simerlein Defendants], its officers, directors and employees; its affiliates and affiliates' officers, directors and employees; its distributors and distributors' officers, directors and employees; and Toyota Dealers and Toyota Dealers' officers and directors; (b) Plaintiffs' Counsel; (c) judicial officers and their immediate family members and associated court staff assigned to this case; and (d) persons or entities who or which timely and properly exclude themselves from the Class as provided in the Settlement Agreement.

Id.

         The Agreement, as written, provides two distinct types of relief to Class Members.

         First, Defendants will establish a forward-looking Customer Confidence Program. Agrmt. ¶ III.A.1. Class Members will be entitled to several forms of prospective relief through this program. For example, within one year of the Court's final approval of a settlement, all Class Members with a Subject Vehicle may take their vehicle to an authorized Toyota Dealer and receive a free Sienna Sliding Door Functional Inspection. This is a “use it or lose it” benefit.

         Defendants will also provide prospective coverage for all Class Members, who will be able to bring their vehicle into authorized Toyota Dealers for repairs for up to ten years after the date the vehicle was originally sold or leased, provided that their vehicles are not salvaged, inoperable, or flood-damaged (according to the vehicle title). The Program will cover repairs to specific sliding door parts that are related to internal functional concerns of specified parts that impede the closing and opening operations of the sliding door in manual and power modes: sliding door cable sub-assembly, sliding door center hinge assembly, fuel door pin and fuel door hinge, sliding door front lock assembly, and the sliding door rear lock assembly. Id. ¶ III.A.1(i)- (v).

         The repair benefits generally will be available from the date on which the Court enters a Final Order and Final Judgment approving the Settlement and run for ten years from the date of First Use of the Subject Vehicle. See Id. For certain parts-the sliding door front lock assembly and rear lock assembly on 2011 through 2015 model year Subject Vehicles and some 2016 Subject Vehicles-which are already be covered by Defendants' Warranty Enhancement Programs ZH4 and ZH5, the warranty benefits for those parts will be extended by an additional year. See Id. ¶ III.A.1(iv)-(v). Finally, Class Members, who have already had a G04 Recall Remedy performed on their vehicle, will receive an additional year of warranty coverage for the replacement parts provided by that Remedy. See Id. ¶ III.A.1(vi). Defendants also will provide eligible Class Members undergoing repairs under the Program with a Loaner Vehicle upon request. Id. ¶ III.A.2.

         Second, the Agreement will provide retrospective relief by establishing an out-of-pocket claims process to reimburse Class Members for previously incurred out-of-pocket expenses to repair a condition covered by the Customer Confidence Program, but not otherwise reimbursed and that incurred before the Initial Notice Date. Id. ¶ III.B. Those claims may be submitted at any time during the Claim Period-i.e., beginning on the Initial Notice Date and ending sixty days after the Court's issuance of a Final Order and Final Judgment. Id. ¶ II.H. The parties propose that the Court appoint Patrick A. Juneau and Thomas Juneau of Juneau David, APLC, at Defendants' expense, to administer the out-of-pocket claims process. Id. ¶ II.LL.

         As part of the Settlement, Class Counsel agreed to cap their application for attorneys' fees and costs-which will be made prior to the final approval hearing-at $6, 500, 000 in attorneys' fees and $500, 000 in costs and expenses (including payment of Class Representative service awards), subject to the review and approval of this Court. Id. ¶ VIII.B. Class Counsel also planned to apply for Class Representatives to receive service awards of up to $2, 500 each, subject to the Court's approval. Id. ¶ VIII.C.

         In return for this relief, “Class Representatives, and each Class Member, on behalf of themselves and any other legal or natural persons who may claim by, through, or under them, agree to fully, finally, and forever release, relinquish, acquit, and discharge the Released Parties from any and all claims, demands, suits, petitions, liabilities, causes of action, rights, and damages of any kind and/or type regarding the subject matter of the Action and the Related Action, including, but not limited to, compensatory, exemplary, punitive, expert and/or attorneys' fees or by multipliers, whether past, present, or future, mature, or not yet mature, known or unknown, suspected or unsuspected, contingent or non-contingent, derivative or direct, asserted or un-asserted, whether based on federal, state or local law, statute, ordinance, regulation, code, contract, common law, violations of any state's deceptive, unlawful, or unfair business or trade practices, false, misleading or fraudulent advertising, consumer fraud or consumer protection statutes, any breaches of express, implied or any other warranties, RICO, or the Magnuson-Moss Warranty Act, or any other source, or any claim of any kind arising from, related to, connected with, and/or in any way involving the Action, the Related Action, the Subject Vehicles' sliding doors, and/or associated parts that are, or could have been, defined, alleged, or described in the Class Action Complaint, the Action, the Related Action or any amendments of the Action or the Related Action.” Id. ¶ VII.B.

         Class Representatives and Class Members are not, however, releasing claims “for personal injury, wrongful death[, ] or actual physical property damage arising from an accident involving a Subject Vehicle.” Id. While Class Representatives “acknowledge that they and other Class Members may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those that they now know or believe to be true concerning the subject matter of the Action or the Related Action and/or the Release herein, ” “it is the intention of Class Counsel and Class Representatives in executing this Settlement Agreement to fully, finally, and forever settle, release, discharge, and hold harmless all such matters, and all claims relating thereto which exist, hereafter may exist, or might have existed (whether or not previously or currently asserted in any action or proceeding) with respect to the Action and the Related Action.” Id. ¶ VII.G.

         E. Preliminary Certification and Approval

         On December 11, 2018, the Simerlein and Combs Plaintiffs moved for an order under Federal Rule of Civil Procedure 23: (1) preliminarily approving the proposed Settlement Agreement as fair, reasonable and adequate; (2) preliminarily certifying the proposed Class for settlement purposes only; (3) appointing the proposed Class Representatives as Class Representatives; (4) appointing the proposed Class Counsel as Class Counsel; (5) ordering Notice to be disseminated to the Class; (6) appointing Jeanne C. Finegan of Heffler Claims Group as the Settlement Notice Administrator; (7) appointing Patrick A. Juneau and Thomas Juneau of Juneau David, APLC as the Settlement Claims Administrator; (8) setting a date and procedures for a final Settlement Fairness Hearing and related deadlines; and (9) issuing related relief, as appropriate. Unopposed Motion for Entry of an Order Preliminarily Approving Class Settlement, Directing Notice to the Class, and Scheduling Fairness Hearing, dated Dec. 11, 2018, ECF No. 84; Plaintiffs' Memorandum of Law in Support of Mot., dated Dec. 11, 2018 (“Pls.' Mem.”), ECF No. 84-1.

         The Simerlein and Combs Plaintiffs also filed several additional submissions in support of the motion: (1) a memorandum of law in support of the motion, Pls.' Mem.; (2) a joint declaration from the proposed Class Counsel in support of the motion, outlining the details of their efforts in pursuing this litigation and negotiating the Settlement as well as their qualifications to serve as Class Counsel, Joint Declaration, dated Dec. 11, 2018, ECF No. 86; and (3) an affidavit from Patrick A. Juneau outlining his qualifications to serve as Settlement Claims Administrator, Affidavit of Patrick A. Juneau, dated Dec. 10, 2018, ECF No. 87.

         That same day, the Simerlein Defendants also filed a memorandum of law in support of the motion. Defendants' Memorandum in Support of ...


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