UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA
REBECCA FELTS et al.,
Plaintiffs,
v. Civil Action No. 21-656 (TJK) ARK POTOMAC CORPORATION d/b/a SEQUOIA RESTAURANT,
Defendant.
MEMORANDUM
On September 17, 2021, Plaintiffs moved for approval of their settlement of this case,
brought under the Fair Labor Standards Act (“FLSA”) and the District of Columbia Minimum
Wage Act (“DCMWA”). See ECF No. 18. Shortly afterward, Plaintiff Rebecca Felts contacted
the Court ex parte by phone and email and informed the Court that she objected to certain aspects
of the settlement agreement. See Minute Order of October 4, 2021. The Court disclosed those
communications to the parties and held a telephonic status conference, in which Felts participated.
See Minute Entry of October 18, 2021. During the status conference, Plaintiffs’ counsel noted that
she might need to move to withdraw as counsel for Felts. Tr. 15:3–17. The Court thus scheduled
another status conference to give Plaintiffs’ counsel time to confirm whether she felt she could
keep representing Felts, and to establish a schedule for Felts to explain her objections to the Court
in writing. On November 5, 2021, Plaintiffs’ counsel renewed a previously withdrawn motion to
withdraw as counsel for Felts. See ECF No. 21. After considering Felts’s objections to counsel’s
withdrawal, the Court granted the motion. 1 See ECF No. 25. In the order granting the motion to
1 Felts replied to Plaintiffs’ counsel’s response to Felts’s objections on November 26, 2021. See withdraw, the also Court ordered Felts to file, by December 3, 2021, either (1) a status report
addressing the status of any search she might undertake for new counsel or (2) a document setting
forth her objections to the proposed settlement agreement. Id. at 3. Felts filed a notice that she
would be proceeding pro se, ECF No. 30, and a document setting forth her objections to the pro-
posed settlement agreement, ECF No. 31; see also ECF Nos. 27 & 34. The other plaintiffs re-
sponded to the objections. See ECF No. 33. For the reasons explained below, the Court will grant
the motion to approve the settlement agreement over Felts’s objections.
I. Legal Standard
The FLSA “does not expressly mandate that parties even obtain judicial approval of agree-
ments that settle FLSA claims.” Stephens v. Farmers Restaurant Grp., 329 F.R.D. 476, 486 n. 2
(D.D.C. 2019). But because the parties have asked the Court to review their settlement, it will do
so. In considering such requests, first, courts look to whether the settlement resolves a “bona fide
dispute.” Id. at 486. Second, the Court analyzes whether the settlement is fair, although courts
disagree as to whether to apply the framework for reviewing class-action settlements under Rule
23(e) or a more flexible approach that looks at the totality of the circumstances, including whether
the settlement “was the product of overreaching by the employer,” whether the agreement resulted
from “arm’s length bargaining,” and “whether there exist serious impediments to the collection of
a judgment by the plaintiffs.” Id. at 487 (cleaned up). There is a “strong presumption in favor of
finding a settlement fair.” Carrillo v. Dandan Inc., 51 F. Supp. 3d 124, 133 (D.D.C. 2014) (cleaned
up).
ECF No. 29. But the reply was not docketed until December 17, 2021, after this Court granted Plaintiffs’ counsel’s motion to withdraw. See ECF No. 25. Felts’s arguments in reply, however, do not change this Court’s rationale. Given the irreconcilable differences and conflict of interests, Plaintiffs’ counsel’s withdrawal was appropriate under Local Civil Rule 83.6.
2 II. Analysis
Upon consideration of the motion, ECF No. 18, accompanying memorandum of law, ECF
No. 18-1, settlement agreement, ECF No. 18-2, and declaration, ECF No. 18-3, as well as Felts’s
objections, ECF Nos. 27, 31, 34, the other plaintiffs’ response to Felts’s objections, ECF No. 33,
and the record as a whole, the Court finds that the settlement resolves a bona fide dispute over
minimum wage and overtime pay and passes muster under either standard for evaluating fairness.
To start, the parties agree that there was a bona fide dispute. Plaintiffs here (including
Felts) claim that “Defendant failed to properly compensate Plaintiffs with the required minimum
wages and overtime pay.” ECF No. 18-1 at 5. And Defendant “vigorously denies the Plaintiffs’
claims.” Id. This settlement resolves the parties’ disagreement.
The settlement is also fair, for several reasons. First, the parties negotiated at arm’s length
through good-faith discussions with help from competent, experienced counsel. ECF No. 18-1
at 6. To be sure, at one point during those discussions, there was a question about whether Felts
would be included in the settlement, as well as whether Plaintiffs’ counsel would continue to rep-
resent her. According to Plaintiffs’ counsel, although Felts had agreed to the terms of the settle-
ment in writing, she stopped communicating with counsel for months, and so counsel and the other
plaintiffs planned to move forward with trying to persuade Defendant to settle on the same terms
without her. ECF No. 22 at 2; ECF No. 34-2 at 2. Plaintiffs’ counsel explained this to Felts, as
well as the potential repercussions of her not signing the settlement agreement. ECF No. 22 at 2–
3; ECF No. 34-2 at 2. Counsel also informed Felts that, given the damaged relationship, counsel
would be moving to withdraw from representing her. ECF No. 22 at 3. But Felts got back to
counsel and said that “she would ‘immediately’ sign the agreement” if certain changes were made.
3 Id. They were, and so Felts signed on. Id. Felts now says she signed “reluctantly” because Plain-
tiffs’ counsel were threatening to withdraw. ECF No. 27 at 1. But given the issues described in
this Court’s order granting counsel’s motion to withdraw, ECF No. 25, counsel’s “ultimatum” was
nothing untoward, ECF No. 27 at 1. Counsel presented Felts with a choice, and Felts chose to sign
the settlement agreement. And the parties to that agreement acknowledged “that they [had] entered
into the Agreement freely and voluntarily, without threats or coercion of any kind by any one[.]”
ECF No. 18-2 at 2 (emphasis added). Beyond that, the Court notes that Plaintiffs’ counsel man-
aged to get Felts the specific changes Felts had asked for to sign the agreement. Id. at 3. From the
Court’s perspective, this only confirms that the parties negotiated in good faith and with help from
knowledgeable and diligent counsel who were involved every step of the way.
Second, the terms are reasonable in relation to the strength of the case. ECF No. 18-1 at
6–7. Indeed, the parties could make informed decisions about what was reasonable since they
exchanged informal discovery and were thus able to evaluate the strengths of their positions. Id.
at 2. Based on the record before the Court, the settlement reflects the strengths of Plaintiffs’ case
as well as its weaknesses, and the settlement provides reasonable “discounts” based on those weak-
nesses, id. at 7. The Court notes that although Felts now objects to the agreement, that she signed
it after counsel negotiated her requested changes suggests that she found the terms reasonable then.
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UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA
REBECCA FELTS et al.,
Plaintiffs,
v. Civil Action No. 21-656 (TJK) ARK POTOMAC CORPORATION d/b/a SEQUOIA RESTAURANT,
Defendant.
MEMORANDUM
On September 17, 2021, Plaintiffs moved for approval of their settlement of this case,
brought under the Fair Labor Standards Act (“FLSA”) and the District of Columbia Minimum
Wage Act (“DCMWA”). See ECF No. 18. Shortly afterward, Plaintiff Rebecca Felts contacted
the Court ex parte by phone and email and informed the Court that she objected to certain aspects
of the settlement agreement. See Minute Order of October 4, 2021. The Court disclosed those
communications to the parties and held a telephonic status conference, in which Felts participated.
See Minute Entry of October 18, 2021. During the status conference, Plaintiffs’ counsel noted that
she might need to move to withdraw as counsel for Felts. Tr. 15:3–17. The Court thus scheduled
another status conference to give Plaintiffs’ counsel time to confirm whether she felt she could
keep representing Felts, and to establish a schedule for Felts to explain her objections to the Court
in writing. On November 5, 2021, Plaintiffs’ counsel renewed a previously withdrawn motion to
withdraw as counsel for Felts. See ECF No. 21. After considering Felts’s objections to counsel’s
withdrawal, the Court granted the motion. 1 See ECF No. 25. In the order granting the motion to
1 Felts replied to Plaintiffs’ counsel’s response to Felts’s objections on November 26, 2021. See withdraw, the also Court ordered Felts to file, by December 3, 2021, either (1) a status report
addressing the status of any search she might undertake for new counsel or (2) a document setting
forth her objections to the proposed settlement agreement. Id. at 3. Felts filed a notice that she
would be proceeding pro se, ECF No. 30, and a document setting forth her objections to the pro-
posed settlement agreement, ECF No. 31; see also ECF Nos. 27 & 34. The other plaintiffs re-
sponded to the objections. See ECF No. 33. For the reasons explained below, the Court will grant
the motion to approve the settlement agreement over Felts’s objections.
I. Legal Standard
The FLSA “does not expressly mandate that parties even obtain judicial approval of agree-
ments that settle FLSA claims.” Stephens v. Farmers Restaurant Grp., 329 F.R.D. 476, 486 n. 2
(D.D.C. 2019). But because the parties have asked the Court to review their settlement, it will do
so. In considering such requests, first, courts look to whether the settlement resolves a “bona fide
dispute.” Id. at 486. Second, the Court analyzes whether the settlement is fair, although courts
disagree as to whether to apply the framework for reviewing class-action settlements under Rule
23(e) or a more flexible approach that looks at the totality of the circumstances, including whether
the settlement “was the product of overreaching by the employer,” whether the agreement resulted
from “arm’s length bargaining,” and “whether there exist serious impediments to the collection of
a judgment by the plaintiffs.” Id. at 487 (cleaned up). There is a “strong presumption in favor of
finding a settlement fair.” Carrillo v. Dandan Inc., 51 F. Supp. 3d 124, 133 (D.D.C. 2014) (cleaned
up).
ECF No. 29. But the reply was not docketed until December 17, 2021, after this Court granted Plaintiffs’ counsel’s motion to withdraw. See ECF No. 25. Felts’s arguments in reply, however, do not change this Court’s rationale. Given the irreconcilable differences and conflict of interests, Plaintiffs’ counsel’s withdrawal was appropriate under Local Civil Rule 83.6.
2 II. Analysis
Upon consideration of the motion, ECF No. 18, accompanying memorandum of law, ECF
No. 18-1, settlement agreement, ECF No. 18-2, and declaration, ECF No. 18-3, as well as Felts’s
objections, ECF Nos. 27, 31, 34, the other plaintiffs’ response to Felts’s objections, ECF No. 33,
and the record as a whole, the Court finds that the settlement resolves a bona fide dispute over
minimum wage and overtime pay and passes muster under either standard for evaluating fairness.
To start, the parties agree that there was a bona fide dispute. Plaintiffs here (including
Felts) claim that “Defendant failed to properly compensate Plaintiffs with the required minimum
wages and overtime pay.” ECF No. 18-1 at 5. And Defendant “vigorously denies the Plaintiffs’
claims.” Id. This settlement resolves the parties’ disagreement.
The settlement is also fair, for several reasons. First, the parties negotiated at arm’s length
through good-faith discussions with help from competent, experienced counsel. ECF No. 18-1
at 6. To be sure, at one point during those discussions, there was a question about whether Felts
would be included in the settlement, as well as whether Plaintiffs’ counsel would continue to rep-
resent her. According to Plaintiffs’ counsel, although Felts had agreed to the terms of the settle-
ment in writing, she stopped communicating with counsel for months, and so counsel and the other
plaintiffs planned to move forward with trying to persuade Defendant to settle on the same terms
without her. ECF No. 22 at 2; ECF No. 34-2 at 2. Plaintiffs’ counsel explained this to Felts, as
well as the potential repercussions of her not signing the settlement agreement. ECF No. 22 at 2–
3; ECF No. 34-2 at 2. Counsel also informed Felts that, given the damaged relationship, counsel
would be moving to withdraw from representing her. ECF No. 22 at 3. But Felts got back to
counsel and said that “she would ‘immediately’ sign the agreement” if certain changes were made.
3 Id. They were, and so Felts signed on. Id. Felts now says she signed “reluctantly” because Plain-
tiffs’ counsel were threatening to withdraw. ECF No. 27 at 1. But given the issues described in
this Court’s order granting counsel’s motion to withdraw, ECF No. 25, counsel’s “ultimatum” was
nothing untoward, ECF No. 27 at 1. Counsel presented Felts with a choice, and Felts chose to sign
the settlement agreement. And the parties to that agreement acknowledged “that they [had] entered
into the Agreement freely and voluntarily, without threats or coercion of any kind by any one[.]”
ECF No. 18-2 at 2 (emphasis added). Beyond that, the Court notes that Plaintiffs’ counsel man-
aged to get Felts the specific changes Felts had asked for to sign the agreement. Id. at 3. From the
Court’s perspective, this only confirms that the parties negotiated in good faith and with help from
knowledgeable and diligent counsel who were involved every step of the way.
Second, the terms are reasonable in relation to the strength of the case. ECF No. 18-1 at
6–7. Indeed, the parties could make informed decisions about what was reasonable since they
exchanged informal discovery and were thus able to evaluate the strengths of their positions. Id.
at 2. Based on the record before the Court, the settlement reflects the strengths of Plaintiffs’ case
as well as its weaknesses, and the settlement provides reasonable “discounts” based on those weak-
nesses, id. at 7. The Court notes that although Felts now objects to the agreement, that she signed
it after counsel negotiated her requested changes suggests that she found the terms reasonable then.
To be sure, Felts now argues that the “liquidated damages” are “undervalued for this settlement”
because at one point she complained to her employer about having to do side work. ECF No. 31
at 2. Thus, she argues, Defendants knew about their alleged violations of the law. Id. But as
Plaintiffs’ counsel notes, “the availability of liquidated damages was a strongly disputed issue
amongst the Parties.” ECF No. 33 at 4. Ultimately, “an award of liquidated damages was not
guaranteed, nor was the amount of any award of liquidated damages guaranteed.” Id. And Felts
4 does not explain why her judgment about the likelihood of winning them at trial should be given
greater weight than that of her experienced counsel.
Third, the settlement “provides total damages closer to that asserted by the plaintiffs than
the defendants,” strongly suggesting that it is fair. ECF No. 18-1 at 8 (quoting Carrillo, 51 F.
Supp. 3d at 133). The parties explain that the settlement “provides 100% of the backpay owed on
Plaintiffs’ minimum wage and overtime pay claims for the full three-year statute of limitations
period, plus liquidated damages equal to 10% of that amount, or 56% of the backpay and full
liquidated damages under the FLSA.” Id. The Court agrees with others in this district that such a
settlement “would not appear to be one that is a product of employer ‘overreaching.’” Carillo, 51
F. Supp. 3d at 134.
Felts argues that Plaintiffs’ counsel and Defendant misapplied the above formula in her
case because they used incorrect information about her year-end income. See ECF No. 31 at 1.
This argument does not dissuade the Court from finding that the settlement is fair for several rea-
sons. To begin with, Felts does not support her argument with documentary evidence, which
should be readily available. All she attaches as evidence of this miscalculation is a copy of her
amended W-2 form, which in any event is almost completely redacted. See ECF No. 31-3 at 2;
ECF No. 34-4 at 2. Thus, there is no evidence before the Court that backs up her claim that incor-
rect information was used to calculate her settlement amount. 2 And even if there were, Felts has
not shown that any incorrect information impacted the agreed-upon settlement formula for her, or
the agreement as a whole, so as to render the agreement fundamentally unfair. In fact, the record
suggests otherwise. Felts does not, for example, contest that the settlement’s formula “provides
2 Felts also says that the “variance is evidenced by Defendants Payroll spreadsheet and Plaintiffs individual Sequoia time records,” but she does not attach either. ECF No. 31 at 1–2.
5 total damages closer to that asserted by the plaintiffs than the defendants.” ECF No. 18-1 at 8.
And Felts signed the settlement agreement even with this supposed miscalculation and “did not
request changes to the previously agreed-upon monetary amounts.” ECF No. 22 at 3. In fact, at
one point, Felts told Plaintiffs’ counsel that the final sum negotiated was “three times” what she
expected. See ECF No. 33 at 2.
Finally, although there are “no serious impediments to the collection of a judgment should
this case go forward,” by settling, Plaintiffs—none of whom object except Felts—will recover now
and will not face any further litigation-related delay. ECF No. 18-1 at 9.
As for the award of attorneys’ fees and expenses, the hours for which reimbursement is
sought are reasonable, the fees provided under the settlement represent a significant discount from
Plaintiffs’ counsel’s current lodestar, and the expenses were incurred during this litigation. ECF
No. 18-1 at 11-13; see also ECF No. 18-3. The Court notes that its “review of a proposed FLSA
settlement is properly limited only to those terms precisely addressing the compromised monetary
amounts to resolve pending wage and overtime claims.” Carrillo, 51 F. Supp. 3d at 134.
III. Conclusion
For all the above reasons, the Court will approve the settlement agreement. A separate
order will issue.
/s/ Timothy J. Kelly TIMOTHY J. KELLY United States District Judge
Date: December 21, 2021