EVE-LYNN J. RAPP (SBN 342892) SARVENAZ J. FAHIMI (SBN 226148) erapp@edelson.com sfahimi@cpmlegal.com EDELSON PC COTCHETT, PITRE & MCCARTHY, LLP 2101 Pearl Street San Francisco Airport Office Center Boulder, Colorado 80302 840 Malcolm Road Tel: 720.741.0084 Burlingame, CA 94010 Fax: 720.741.0081 Telephone: 650.697.6000 Fax: 650.697.0577
PETER A. MUHIC (pro hac vice) pm@millerlawpc.com 950 W. University Dr., Suite 300 Rochester, MI 48307 Tel: 248.841.2200 Fax: 248.652.2852
Counsel for Plaintiffs
UNITED STATES DISTRICT COURT SAN FRANCISCO DIVISION
MATTHEW AMANS, and BABAK Case No. 3:21-cv-03577-VC MALEK, individually and on behalf of all similarly situated individuals, [PROPOSED] ORDER GRANTING PLAINTIFFS’ RENEWED MOTION Plaintiffs, FOR PRELIMINARY APPROVAL v. SETTLEMENT Hon. Vince Chhabria TESLA, INC., a Delaware corporation,
Defendant.
The above-captioned matter came before this Court upon Plaintiffs’ Renewed Motion and Memorandum in Support of Preliminary Approval of Class Action Settlement. Based upon the memoranda, declarations, and exhibits submitted, as well as the files and proceedings in this case, the Court finds as follows: 1. The terms and phrases in this order shall have the same meaning as ascribed to them in the Class Action Settlement Agreement (Dkts. 98-1, Ex. 1, 101, & 109-2, Ex. 1.) 2. Plaintiffs have moved the Court for an order preliminarily approving the settlement of the Action in accordance with the Settlement Agreement, which, together with its incorporated documents, set forth the terms and conditions for a proposed settlement and dismissal of this case with prejudice. The Court “review[s] class action settlements just as carefully at the initial stage as [it] do[es] at the final stage.” Cotter v. Lyft, Inc., 193 F. Supp. 3d 1030, 1037 (N.D. Cal. 2016). The Court, having read and considered the Settlement Agreement and having heard the Parties, finds that it appears to be fair, adequate, and reasonable to the Settlement Class. The Court also finds that the Settlement Release set forth in the Settlement, if finally approved, will release claims based only on the identical factual predicate alleged in the Amended Consolidated Class Action Complaint. (Dkt. 54.) Accordingly, the Court preliminarily approves the terms of the Settlement Agreement subject to the Final Approval Hearing referred to in this order, certifies the Settlement Class defined below for settlement purposes, finds that the Settlement Class defined below is likely to be certified for purposes of entering Final Judgment, appoints Class Counsel and the Class Representatives, and approves the Notice plan. 3. The Court grants preliminary approval of the Settlement based upon the terms set forth in the Settlement Agreement. Certification of the Settlement Class 4. For purposes of the settlement only, the Court certifies the following Settlement Class pursuant to Rule 23(b)(3) as defined in the Settlement Agreement: all persons with whom Tesla entered into a contract for the purchase and/or installation of a Solar Roof with or without a Powerwall energy storage system in the United States and whom Tesla notified, in or around April 2021, would be required to pay an increased price as a condition for performance of the contract.1 5. The Court finds, subject to the Final Approval Hearing referred to below, that the Settlement Agreement is fundamentally fair, adequate, and reasonable, and, for the purposes of settlement only, that the Settlement Class likely satisfies the requirements of Rule 23 of the Federal Rules of Civil Procedure for purposes of entering Final Judgment, specifically, that: the Settlement Class of approximately 8,636 individuals is so numerous that joinder of all members is impracticable; there are questions of fact and law common to the Settlement Class (e.g., whether Tesla’s April 2021 price increase was a breach of its standardized contracts with all Class Members); Plaintiffs Matthew Amans’ and Babak Malek’s claims are typical of the claims of the Settlement Class; Plaintiffs and Class Counsel will fairly and adequately protect the interests of the members of the Settlement Class; common questions of law or fact predominate over questions affecting individual members; and a class action is a superior method for fairly and efficiently adjudicating the Action. Preliminary Approval of the Settlement 6. For purposes of settlement only: (1) the Court confirms the interim appointments Eve-Lynn Rapp of Edelson PC as lead Class Counsel, and Peter Muhic of The Miller Law Firm, P.C. and Sarvenaz J. Fahimi of Cotchett, Pitre, & McCarthy, LLP as Plaintiffs’ Steering Committee, and Plaintiffs Matthew Amans and Babak Malek as Class Representatives. The Court finds that these attorneys are competent and capable of exercising the responsibilities of Class Counsel and that Plaintiffs will adequately protect the interests of the Settlement Class defined above. 1 Excluded from the Settlement Class are (a) any Judge or Magistrate presiding over this action and members of their families; (b) Defendant, Defendant’s subsidiaries, parents, successors, predecessors, and any entity in which Defendant or its parents have a controlling interest and its current or former employees, officers and directors; (c) persons who properly execute and file a timely request for exclusion from the Settlement Class; and (d) the legal 7. The Court finds that, subject to the Final Approval Hearing, the Settlement Agreement is fair, reasonable, and adequate, is likely to be approved under Federal Rule of Civil Procedure 23(e)(2), and is in the best interests of the Settlement Class set forth above. The Court further finds that the Settlement Agreement substantially fulfills the purposes and objectives of the class action and provides substantial relief to the Settlement Class without the risks, burdens, costs, or delay associated with continued litigation, trial, and/or appeal. The Court also finds that the Settlement Agreement (a) is the result of arm’s-length negotiations between experienced class action attorneys familiar with the legal and factual issues of this case; (b) is sufficient to warrant notice of the Settlement and the Final Approval Hearing to be disseminated to the Settlement Class; and (c) meets all applicable requirements of law, including Federal Rule of Civil Procedure 23 and the Class Action Fairness Act (“CAFA”), 28 U.S.C. § 1715; and (d) is not a finding or admission of liability by the Defendant or any other parties. Notice and Administration 8. This Court approves, as to form and content, the Notice of proposed class action settlement in substantially the form attached to the Settlement Agreement as Exhibits B, C, and D. The Notice includes the mailing of the Settlement Class Notice by email and by First-Class U.S. Mail to the Settlement Class Members, a reminder email notice, and a Settlement Website. 9. The Court further finds that the Notice is the best notice practicable under the circumstances, and that the Notice complies fully with the requirements of the Federal Rules of Civil Procedure. The Court also finds that the Notice constitutes valid, due, and sufficient notice to all persons entitled thereto, and meets the requirements of Due Process. The Court further finds that
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EVE-LYNN J. RAPP (SBN 342892) SARVENAZ J. FAHIMI (SBN 226148) erapp@edelson.com sfahimi@cpmlegal.com EDELSON PC COTCHETT, PITRE & MCCARTHY, LLP 2101 Pearl Street San Francisco Airport Office Center Boulder, Colorado 80302 840 Malcolm Road Tel: 720.741.0084 Burlingame, CA 94010 Fax: 720.741.0081 Telephone: 650.697.6000 Fax: 650.697.0577
PETER A. MUHIC (pro hac vice) pm@millerlawpc.com 950 W. University Dr., Suite 300 Rochester, MI 48307 Tel: 248.841.2200 Fax: 248.652.2852
Counsel for Plaintiffs
UNITED STATES DISTRICT COURT SAN FRANCISCO DIVISION
MATTHEW AMANS, and BABAK Case No. 3:21-cv-03577-VC MALEK, individually and on behalf of all similarly situated individuals, [PROPOSED] ORDER GRANTING PLAINTIFFS’ RENEWED MOTION Plaintiffs, FOR PRELIMINARY APPROVAL v. SETTLEMENT Hon. Vince Chhabria TESLA, INC., a Delaware corporation,
Defendant.
The above-captioned matter came before this Court upon Plaintiffs’ Renewed Motion and Memorandum in Support of Preliminary Approval of Class Action Settlement. Based upon the memoranda, declarations, and exhibits submitted, as well as the files and proceedings in this case, the Court finds as follows: 1. The terms and phrases in this order shall have the same meaning as ascribed to them in the Class Action Settlement Agreement (Dkts. 98-1, Ex. 1, 101, & 109-2, Ex. 1.) 2. Plaintiffs have moved the Court for an order preliminarily approving the settlement of the Action in accordance with the Settlement Agreement, which, together with its incorporated documents, set forth the terms and conditions for a proposed settlement and dismissal of this case with prejudice. The Court “review[s] class action settlements just as carefully at the initial stage as [it] do[es] at the final stage.” Cotter v. Lyft, Inc., 193 F. Supp. 3d 1030, 1037 (N.D. Cal. 2016). The Court, having read and considered the Settlement Agreement and having heard the Parties, finds that it appears to be fair, adequate, and reasonable to the Settlement Class. The Court also finds that the Settlement Release set forth in the Settlement, if finally approved, will release claims based only on the identical factual predicate alleged in the Amended Consolidated Class Action Complaint. (Dkt. 54.) Accordingly, the Court preliminarily approves the terms of the Settlement Agreement subject to the Final Approval Hearing referred to in this order, certifies the Settlement Class defined below for settlement purposes, finds that the Settlement Class defined below is likely to be certified for purposes of entering Final Judgment, appoints Class Counsel and the Class Representatives, and approves the Notice plan. 3. The Court grants preliminary approval of the Settlement based upon the terms set forth in the Settlement Agreement. Certification of the Settlement Class 4. For purposes of the settlement only, the Court certifies the following Settlement Class pursuant to Rule 23(b)(3) as defined in the Settlement Agreement: all persons with whom Tesla entered into a contract for the purchase and/or installation of a Solar Roof with or without a Powerwall energy storage system in the United States and whom Tesla notified, in or around April 2021, would be required to pay an increased price as a condition for performance of the contract.1 5. The Court finds, subject to the Final Approval Hearing referred to below, that the Settlement Agreement is fundamentally fair, adequate, and reasonable, and, for the purposes of settlement only, that the Settlement Class likely satisfies the requirements of Rule 23 of the Federal Rules of Civil Procedure for purposes of entering Final Judgment, specifically, that: the Settlement Class of approximately 8,636 individuals is so numerous that joinder of all members is impracticable; there are questions of fact and law common to the Settlement Class (e.g., whether Tesla’s April 2021 price increase was a breach of its standardized contracts with all Class Members); Plaintiffs Matthew Amans’ and Babak Malek’s claims are typical of the claims of the Settlement Class; Plaintiffs and Class Counsel will fairly and adequately protect the interests of the members of the Settlement Class; common questions of law or fact predominate over questions affecting individual members; and a class action is a superior method for fairly and efficiently adjudicating the Action. Preliminary Approval of the Settlement 6. For purposes of settlement only: (1) the Court confirms the interim appointments Eve-Lynn Rapp of Edelson PC as lead Class Counsel, and Peter Muhic of The Miller Law Firm, P.C. and Sarvenaz J. Fahimi of Cotchett, Pitre, & McCarthy, LLP as Plaintiffs’ Steering Committee, and Plaintiffs Matthew Amans and Babak Malek as Class Representatives. The Court finds that these attorneys are competent and capable of exercising the responsibilities of Class Counsel and that Plaintiffs will adequately protect the interests of the Settlement Class defined above. 1 Excluded from the Settlement Class are (a) any Judge or Magistrate presiding over this action and members of their families; (b) Defendant, Defendant’s subsidiaries, parents, successors, predecessors, and any entity in which Defendant or its parents have a controlling interest and its current or former employees, officers and directors; (c) persons who properly execute and file a timely request for exclusion from the Settlement Class; and (d) the legal 7. The Court finds that, subject to the Final Approval Hearing, the Settlement Agreement is fair, reasonable, and adequate, is likely to be approved under Federal Rule of Civil Procedure 23(e)(2), and is in the best interests of the Settlement Class set forth above. The Court further finds that the Settlement Agreement substantially fulfills the purposes and objectives of the class action and provides substantial relief to the Settlement Class without the risks, burdens, costs, or delay associated with continued litigation, trial, and/or appeal. The Court also finds that the Settlement Agreement (a) is the result of arm’s-length negotiations between experienced class action attorneys familiar with the legal and factual issues of this case; (b) is sufficient to warrant notice of the Settlement and the Final Approval Hearing to be disseminated to the Settlement Class; and (c) meets all applicable requirements of law, including Federal Rule of Civil Procedure 23 and the Class Action Fairness Act (“CAFA”), 28 U.S.C. § 1715; and (d) is not a finding or admission of liability by the Defendant or any other parties. Notice and Administration 8. This Court approves, as to form and content, the Notice of proposed class action settlement in substantially the form attached to the Settlement Agreement as Exhibits B, C, and D. The Notice includes the mailing of the Settlement Class Notice by email and by First-Class U.S. Mail to the Settlement Class Members, a reminder email notice, and a Settlement Website. 9. The Court further finds that the Notice is the best notice practicable under the circumstances, and that the Notice complies fully with the requirements of the Federal Rules of Civil Procedure. The Court also finds that the Notice constitutes valid, due, and sufficient notice to all persons entitled thereto, and meets the requirements of Due Process. The Court further finds that the Notice is reasonably calculated, under all circumstances, to apprise members of the Settlement Class of the pendency of this case, the terms of the Settlement Agreement, the right to object to the Settlement, and the right to exclude themselves from the Settlement Class. The Parties, by agreement, may revise the Notice in ways that are not material, or in ways that are appropriate to update the Notice documents for purposes of accuracy or formatting. 10. The Court approves the request for the appointment of Angeion Group, LLC as Settlement Administrator under the Settlement Agreement. 11. Pursuant to the terms of the Settlement Agreement, the Settlement Administrator is directed to provide Notice in accordance with the plan called for by the Settlement Agreement and as ordered by the Court. The Court directs the issuance of the Notice to the Settlement Class in accordance with the schedule set forth in the Settlement Agreement and below: Deadline Event Not later than ten (10) days after the Settlement Administrator shall cause to be Agreement is filed with the Court served upon the Attorneys General of each U.S. State in which Settlement Class Members reside, the Attorney General of the United States, and other required government officials, notice of the proposed settlement No later than thirty (30) days after execution Deadline for Tesla to provide Settlement of Settlement Agreement Class Member contact information to the Settlement Administrator No later than fourteen (14) days after entry of Deadline for Settlement Administrator to Preliminary Approval provide Notice on the Settlement Website No later than twenty-eight (28) days after Deadline for Settlement Administrator to entry of Preliminary Approval mail Notice (the “Notice Date”) No later than forty-five (45) days following Deadline to have postmarked and/or filed a the Notice Date written objection to this Settlement Agreement or a request for exclusion (the “Objection/Exclusion Deadline”) No later than forty-five (45) days following Deadline for Claim Forms to be postmarked the Notice Date or submitted to the Settlement Administrator online (the “Claims Deadline”) Objections 12. Any Settlement Class Member who has not timely filed a request for exclusion may object to the fairness, reasonableness, or adequacy of the Settlement Agreement, or to a Final Judgment being entered dismissing this case with prejudice in accordance with the terms of the Settlement Agreement, or to the Fee Award sought by Class Counsel, or to the requested service award to the Class Representative. To object, Settlement Class Members must sign and file a written objection on or before the Objection/Exclusion Deadline of January 2, 2024. 13. To be valid, the written objection must substantially comply with the objection procedures set forth in the Settlement Agreement and Notice, must be presented in writing and personally signed by the objector and must include: (a) the Settlement Class Member’s full name, current address, and address associated with the Solar Roof, if different; (b) a statement that he or she believes himself or herself to be a member of the Settlement Class; (c) whether the objection applies only to the objector, to a specific subset of the Settlement Class, or to the entire Settlement Class; (d) the specific grounds for the objection; (e) all documents or writings that the Settlement Class Member desires the Court to consider; (f) the name and contact information of any and all attorneys representing, advising, or in any way assisting the objector in connection with the preparation or submission of the objection or who may profit from the pursuit of the objection; and (g) a statement indicating whether the objector intends to appear at the Final Approval Hearing (either personally or through counsel, who must file an appearance or seek pro hac vice admission in accordance with the Local Rules). 14. All written objections must be filed with the Court and filed, postmarked, or delivered to the Court no later than the Objection/Exclusion Deadline. Any Settlement Class Member who fails to timely file a written objection with the Court and notice of his or her intent to appear at the Final Approval Hearing in accordance with the terms of this Section and as detailed in the Notice shall not be permitted to object to this Settlement Agreement at the Final Approval Hearing, and shall be foreclosed from seeking any review of this Settlement Agreement or Final Judgment by appeal or other means and shall be deemed to have waived his or her objections and be forever barred from making any such objections in the Action or any other action or proceeding. The requirement to submit written notice of a Class Member’s intent to appear at the Final Approval Hearing may be excused by the Court upon a showing of good cause, and the Court will require only substantial compliance with the above-referenced requirements. Exclusion 15. Any person who meets the definition of the Settlement Class and who wishes to exclude themselves from the Settlement Class must submit their request for exclusion in writing Amans v. Tesla Settlement Administrator, 1650 Arch Street, Suite 2210, Philadelphia, PA 19103), on or before the Objection/Exclusion. 16. To be valid, any request for exclusion must (a) be in writing; (b) identify the case name (Amans et al. v. Tesla, Inc., No. 3:21-cv-03577-VC (N.D. Cal.)); (c) state the full name, current address, and address associated with the Solar Roof, if different of the person in the Settlement Class seeking exclusion; (d) be signed by the person(s) seeking exclusion; and (e) be postmarked or received by the Settlement Administrator on or before the Objection/Exclusion Deadline. Each request for exclusion must also contain a statement to the effect that “I hereby request to be excluded from the proposed Settlement Class in Amans et al. v. Tesla, Inc., No. 3:21- cv-03577-VC (N.D. Cal.).” A request for exclusion that does not include all of the foregoing information, that is sent to an address or e-mail address other than that designated in the Notice, or that is not postmarked or delivered to the Settlement Administrator within the time specified, shall be invalid and the persons serving such a request shall be deemed to remain Settlement Class Members and shall be bound as Settlement Class Members by this Settlement Agreement, if approved. Any person who elects to request exclusion from the Settlement Class shall not (a) be bound by any orders or Final Judgment entered in the Action; (b) receive any payment under this Settlement Agreement; (c) gain any rights by virtue of this Settlement Agreement, or (d) be entitled to object to any aspect of this Settlement Agreement or Final Judgment. No person may request to be excluded from the Settlement Class through “mass” or “class” opt-outs meaning, inter alia, that each individual who seeks to opt out must send an individual, separate request to the Settlement Administrator that complies with all requirements of this paragraph. Claims Deadline 17. The Court approves the Claim Form attached to the Settlement Agreement as Exhibit A and all Claim Forms must be postmarked or submitted on the Settlement Website by January 2, 2024 (the “Claims Deadline”) to be considered timely. Final Approval Hearing 18. The Final Approval Hearing shall be held before this Court on March 7, 2024, at 1:00 pm PST via Zoom to determine (a) whether the proposed settlement of the case on the terms and conditions provided for in the Settlement Agreement is fair, reasonable, and adequate and should be given final approval by the Court; (b) whether a Final Judgment should be entered; (c) whether to approve the Fee Award to Class Counsel; and (d) whether to approve the payment of service awards to the Class Representatives. Details about how to access the Zoom proceedings can be found on the Court’s webpage at https://www.cand.uscourts.gov/judges/chhabria-vince-ve/. The Court may adjourn the Final Approval Hearing without further notice to members of the Settlement Class. 19, Class Counsel shall file papers in support of their request for a Fee Award and the Class Representatives’ service awards (collectively, the “Fee Petition”) with the Court on or before December 19, 2023 (i.e., 14 days before the Objection/Exclusion Deadline). The Fee Petition shall be filed with the Court and promptly posted to the Settlement Website. Members of the Settlement Class may object on their own or may do so through separate counsel at their own expense by the Objection/Exclusion Deadline. Defendant may, but is not required to, file a response to Class Counsel’s Fee Petition with the Court on or before the Objection/Exclusion Deadline. Class Counsel may file a reply in support of their Fee Petition by January 23, 2024 @e., 21 days after the Objection/Exclusion Deadline). 20. Plaintiffs shall file their papers in support of final approval of the Settlement Agreement, and in response to any objections, with the Court on or before January 30, 2024 □□□□□□ 28 days after the Objection/Exclusion Deadline). Dated October 20, 2023 Laz a Hon. Vince Chhabria United States District Judge