SETTLEMENT AGREEMENT This Settlement Agreement (the “Agreement”) is made by and among Plaintiffs Michelle James and Nichole Seniuk (the “Plaintiffs”), on behalf of themselves and the Settlement Class (as defined below), on the one hand, and Defendant JPMorgan Chase Bank, N.A. (“Chase”) (collectively, the “Parties”) on the other hand. This Agreement fully and finally compromises and settles any and all claims that were or could have been asserted in the action entitled James, et al. v. JPMorgan Chase Bank, N.A., No. 8:15-cv-02424-SDM-JSS (M.D. Fla.) (the “Action”). 1. Recitals. This Agreement is made with reference to and in contemplation of the following facts and circumstances: 1.1. On October 13, 2015, Plaintiffs Michelle James, Nichole Seniuk, and Holly Mochrie, individually and on behalf of two putative classes, filed a complaint in the United States District Court for the Middle District of Florida alleging that Chase made calls using an automatic telephone dialing system and/or prerecorded voice to the cellular telephones of individuals who were not Chase customers and/or not the persons to whom the calls were intended to be directed without their prior express consent in violation of the Telephone Consumer Protection Act (“TCPA”). 1.2. On January 19, 2016, the Parties stipulated to the dismissal of the claims of Holly Mochrie. 1.3. On April 11, 2016, the Parties participated in court-ordered mediation before Robert M. Daisley, Esq. Through that mediation, as well as follow-up correspondence and negotiations, the Parties agreed to a resolution of the Action in principle on April 22, 2016. 1.4. Plaintiffs and Class Counsel have investigated the facts and law underlying the claims asserted in the Action through both formal and informal discovery. Plaintiffs and Class Counsel requested, and Chase produced, data and documents regarding Plaintiffs’ claims. Class Counsel also have engaged in numerous discussions with Chase regarding the claims. 1.5. As a result of these efforts, the Parties enter into this Agreement, subject to preliminary approval and final approval by the Court (as defined below) as required by Rule 23 of the Federal Rules of Civil Procedure, to fully, finally, and forever resolve, discharge, and release the Released Claims (as defined below) of Plaintiffs and the Settlement Class Members (as defined below) in exchange for Chase’s agreement to pay the sum of Three Million Seven Hundred and Fifty Thousand Dollars ($3,750,000), inclusive of Settlement Costs and Settlement Awards as set forth below. 1.6. Chase vigorously denies all claims asserted in the Action and denies all allegations of wrongdoing and liability. Chase desires to resolve the Action on the terms set forth herein
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SETTLEMENT AGREEMENT
This Settlement Agreement (the “Agreement”) is made by and among Plaintiffs Michelle
James and Nichole Seniuk (the “Plaintiffs”), on behalf of themselves and the Settlement Class (as
defined below), on the one hand, and Defendant JPMorgan Chase Bank, N.A. (“Chase”)
(collectively, the “Parties”) on the other hand. This Agreement fully and finally compromises and
settles any and all claims that were or could have been asserted in the action entitled James, et al.
v. JPMorgan Chase Bank, N.A., No. 8:15-cv-02424-SDM-JSS (M.D. Fla.) (the “Action”).
1. Recitals.
This Agreement is made with reference to and in contemplation of the following facts and
circumstances:
1.1. On October 13, 2015, Plaintiffs Michelle James, Nichole Seniuk, and Holly
Mochrie, individually and on behalf of two putative classes, filed a complaint in the United States
District Court for the Middle District of Florida alleging that Chase made calls using an automatic
telephone dialing system and/or prerecorded voice to the cellular telephones of individuals who
were not Chase customers and/or not the persons to whom the calls were intended to be directed
without their prior express consent in violation of the Telephone Consumer Protection Act
(“TCPA”).
1.2. On January 19, 2016, the Parties stipulated to the dismissal of the claims of Holly
Mochrie.
1.3. On April 11, 2016, the Parties participated in court-ordered mediation before
Robert M. Daisley, Esq. Through that mediation, as well as follow-up correspondence and
negotiations, the Parties agreed to a resolution of the Action in principle on April 22, 2016.
1.4. Plaintiffs and Class Counsel have investigated the facts and law underlying the
claims asserted in the Action through both formal and informal discovery. Plaintiffs and Class
Counsel requested, and Chase produced, data and documents regarding Plaintiffs’ claims. Class
Counsel also have engaged in numerous discussions with Chase regarding the claims.
1.5. As a result of these efforts, the Parties enter into this Agreement, subject to
preliminary approval and final approval by the Court (as defined below) as required by Rule 23 of
the Federal Rules of Civil Procedure, to fully, finally, and forever resolve, discharge, and release
the Released Claims (as defined below) of Plaintiffs and the Settlement Class Members (as defined
below) in exchange for Chase’s agreement to pay the sum of Three Million Seven Hundred and
Fifty Thousand Dollars ($3,750,000), inclusive of Settlement Costs and Settlement Awards as set
forth below.
1.6. Chase vigorously denies all claims asserted in the Action and denies all allegations
of wrongdoing and liability. Chase desires to resolve the Action on the terms set forth herein
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solely for the purpose of avoiding the burden, expense, risk, and uncertainty of continuing these
proceedings.
1.7. This Agreement resulted from and is the product of extensive, good faith, and
arm’s-length negotiations. The Parties understand, acknowledge, and agree that the execution of
this Agreement constitutes the settlement and compromise of disputed claims. This Agreement is
inadmissible as evidence against any Party except to enforce the terms of the Settlement and is not
an admission of wrongdoing or liability on the part of any Party to this Agreement. It is the Parties’
desire and intention to effect a full, complete, and final settlement and resolution of all existing
disputes and claims as set forth herein.
NOW, THEREFORE, in light of the foregoing, and for good and valuable consideration,
the receipt of which is hereby mutually acknowledged, Plaintiffs, on behalf of themselves and the
Settlement Class, and Chase agree to the Settlement, subject to the approval by the Court, as
follows:
2. Definitions.
In addition to the terms defined elsewhere within this Agreement, the following defined
terms apply throughout this Agreement and the attached exhibits:
2.1. “Action” means the action captioned as James, et al. v. JPMorgan Chase Bank,
N.A., No. 8:15-cv-02424-SDM-JSS in the United States District Court for the Middle District of
Florida.
2.2. “Agreement” means this Settlement Agreement.
2.3. “CAFA Notice” refers to the notice requirements imposed by 28 U.S.C. § 1715(b).
2.4. “Claim Form” or “Claim” means the claim form to be mailed to or accessed online
or by telephone by Settlement Class Members in order to receive a Settlement Award pursuant to
Section 6 of this Agreement, subject to approval by the Court, substantially in the form attached
hereto as Exhibit A.
2.5. “Claim Period” means the period of time in which a Settlement Class Member must
submit a Claim Form, by mail, online, or by telephone, to be eligible to receive a Settlement Award
as part of the Settlement. As set forth in Section 6.2, the last day of the Claim Period (“Claim
Deadline”) will be 75 days following the Notice Deadline.
2.6. “Claims Administrator” means Kurtzman Carson Consultants LLC (“KCC”),
subject to approval by the Court. The Claims Administrator shall be responsible for providing the
Class Notice as well as services related to the administration of the Settlement.
2.7. “Class Counsel” means Greenwald Davidson Radbil PLLC.
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2.8. “Class Notice” means any type of notice that may be utilized to notify persons in
the Settlement Class, including one or more of the following methods: Mail Notice, Publication
Notice, Website Notice, and any different or additional notice that might be ordered by the Court.
A description of the contemplated Class Notice is provided in Section 8 of this Agreement.
2.9. “Class Period” means the period from January 1, 2014 through March 22, 2016.
2.10. “Court” means the United States District Court for the Middle District of Florida.
2.11. “Cy Pres Distribution” means monies that may be distributed in connection with
the Settlement pursuant to Section 9.3 of this Agreement. Cy Pres will only be distributed for
uncashed or undeposited checks and only then if a second distribution to eligible Settlement Class
Members is not feasible pursuant to Section 9.2 of this Agreement.
2.12. “Chase’s Counsel” means Hogan Lovells US LLP and Phelps Dunbar LLP.
2.13. “Complaint” means the Class Action Complaint filed on October 13, 2015 in the
Action.
2.14. “Confirmatory Discovery” means the discovery of facts necessary to reasonably
confirm the material information provided to Class Counsel during settlement negotiations as
described in Section 4.1.
2.15. “Effective Date” means the date on which all of the following conditions of
Settlement have occurred:
(a) Entry by the Court of the Preliminary Approval Order;
(b) Approval by the Court of the Settlement, following Class Notice and a
hearing, as prescribed by Rule 23 of the Federal Rules of Civil Procedure;
and
(c) Entry by the Court of the Final Approval Order and such Order becoming
Final.
2.16. “Escrow Account” means a non-interest bearing checking account established at a
financial institution other than Chase into which monies shall be deposited as set forth by this
Agreement.
2.17. “Escrow Agent” means the agent to be agreed upon by the Parties to administer the
Escrow Account.
2.18. “Final Approval Hearing” means the hearing during which the Court considers the
Parties’ request to enter the Final Approval Order granting Final Approval of the Settlement and
to determine the amount of fees, costs, and expenses awarded to Class Counsel and the amount of
the incentive award to Plaintiffs. The Final Approval Hearing shall be scheduled no earlier than
30 days after the Opt-Out and Objection Deadline.
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2.19. “Final Approval Order” means the order and judgment that the Court enters upon
finally approving the Settlement, the proposed form of which is attached hereto as Exhibit B.
“Final Approval” occurs on the date that the Court enters, without material change, the Final
Approval Order.
2.20. “Final,” with respect to the Final Approval Order, means: (a) if no appeal is filed,
10 calendar days after the last date on which any appeal from the Final Approval Order can be
timely filed or noticed under the corresponding rules of the applicable court or legislation for filing
or noticing appeals; or (b) if there are any related appeals from the Final Approval Order within
40 days after the entry of the Final Approval Order, the first business day after the later of the date
on which (i) any appeal from the Final Approval Order is finally dismissed, (ii) if the Final
Approval Order is affirmed, a petition for writ of certiorari or other form of review is denied or
the time for filing such a petition expires, or (iii) if certiorari or other form of review is granted,
final affirmance of the Final Approval Order following review pursuant to that grant is ordered.
Any proceeding or order, or any appeal or petition for a writ of certiorari or other form of review
pertaining solely to any application for attorneys’ fees, costs, or expenses shall not in any way
delay or preclude the Final Approval Order from becoming Final.
2.21. “Fund” or “Settlement Fund” means the total cash sum of Three Million Seven
Hundred and Fifty Thousand ($3,750,000) to be paid pursuant to Section 5.1 of this Agreement.
2.22. “Mail Notice” means the postcard notice, with a detachable claim form, that will
be provided pursuant to Section 8.1 of this Agreement, subject to approval by the Court,
substantially in the form attached hereto as Exhibit C.
2.23. “Notice Deadline” shall mean 45 days following entry of the Preliminary Approval
Order.
2.24. “Notice Program” means the forms of Class Notice outlined in Section 8.
2.25. “Opt-Out” means exclusion from Settlement as defined in Section 14.1.
2.26. “Opt-Out and Objection Deadline” shall mean 75 days after the Notice Deadline.
2.27. “Parties” means Plaintiffs and Chase.
2.28. “Preliminary Approval Order” means the order that the Court enters upon
preliminarily approving the Settlement, the proposed form of which is attached hereto as Exhibit
D. “Preliminary Approval” occurs on the date that the Court enters, without material change, the
Preliminary Approval Order.
2.29. “Publication Notice” means the summary notice of the Settlement that will be
published pursuant to Section 8.2 of this Agreement, subject to approval by the Court, substantially
in the form attached hereto as Exhibit E.
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2.30. “Released Claims” means all claims to be released as set forth in Section 10.1 of
this Agreement. The “Releases” means all the releases contained in Section 10.1 of this
Agreement.
2.31. “Released Parties” means Chase and each and all of its present, former, and future
direct and indirect parent companies, affiliates, subsidiaries, agents, successors, vendors,
independent contractors, predecessors-in-interest, and all of the respective officers, directors,
employees, attorneys, shareholders, agents, representatives, and assigns of the aforementioned, as
set forth in Section 10.1 of this Agreement.
2.32. “Releasing Parties” means the Plaintiffs and each and all Settlement Class
Members, on behalf of themselves and their respective spouses, heirs, executors, administrators,