1 2 3 4 5 6 7 8 UNITED STATES DISTRICT COURT 9 SOUTHERN DISTRICT OF CALIFORNIA 10 11 LEEANN BRUTOUT, individually, and Case No.: 21-CV-1533 TWR (JLB) on behalf of all others similarly situated, 12 ORDER (1) CONDITIONALLY Plaintiff, 13 CERTIFYING PROPOSED v. SETTLEMENT CLASS; (2) 14 PRELIMINARILY APPROVING MAP COMMUNICATIONS, INC., a 15 PROPOSED CLASS ACTION Delaware corporation; and DOES 1 SETTLEMENT; (3) APPROVING 16 through 10, inclusive, NOTICE TO CLASS; AND (4) 17 Defendants. SETTING A FAIRNESS HEARING FOR FINAL APPROVAL OF 18 SETTLEMENT 19 (ECF No. 26) 20

21 Presently before the Court is Plaintiff Leeann Brutout’s Unopposed Motion for 22 Preliminary Approval of Class Action Settlement and Certification of Settlement Class 23 (ECF No. 26, “Mot.”), along with the proposed Class Action and PAGA Settlement 24 Agreement (ECF No. 26-1 at 37–65 (“Settlement”)), and a proposed Class Notice (ECF 25 No. 26-1 at 67–72 (“Class Notice”)). The Court held a hearing on the Motion on May 18, 26 2023. (ECF No. 38.) 27 Plaintiff and Defendant Map Communications, Inc. (“Defendant” or “MAP”) have 28 reached terms of settlement for a putative class action. The Settlement between Plaintiff 1 and MAP (together, “the Parties”) is conditioned upon, among other things, the Court’s 2 approval. Capitalized terms in this Order shall have the same meaning as in the Settlement 3 Agreement unless otherwise indicated. A brief summary of the class nature and financial 4 terms of the Settlement is as follows: 5 • Defendant stipulates to certification of a Settlement Class, to include all Class Members, for purposes of Settlement only. (Settlement ¶ 12.1.) 6

7 • The Class is: All persons employed by MAP in California and classified as non- exempt employees who worked for MAP during the Class Period. (Id. ¶ 1.5.) 8 The Parties estimate that there are 760 Class Members. (Id. ¶ 4.1.) 9 10 • The “Class Period” is July 21, 2017 to December 31, 2022. (Id. ¶ 1.12.)

11 • Defendant agrees that $380,000.00, known as the “Gross Settlement Amount,” 12 plus the employer’s share of any payroll taxes related to the settlement payments, represents the maximum amount that it will pay out under the Settlement, 13 inclusive of the following: (a) payments to Settlement Class Members; (b) the 14 maximum gross amount of $126,666.67 for Class Counsel’s attorneys’ fees to be paid in accordance with the terms set forth in Paragraph 3.2.2 of the Settlement; 15 (c) the maximum gross amount for all of Class Counsel’s litigation costs and 16 associated expenses, which shall not exceed $20,000; (d) the anticipated gross amount for claims administration costs, estimated at approximately $18,000; (e) 17 the maximum gross amount of $7,500 for the service payment to be made to the 18 Class Representative; (f) the maximum gross amount for payment to the California Labor Workforce Development Agency (“LWDA”) as part of the 19 consideration for the release of all Released Claims under PAGA, which is 20 $30,000 (75% of the $40,000 allocated to PAGA). (Id. ¶¶ 1.22, 1.28, 3.2.)

21 • Each Class Member who does not opt out (a “Settlement Class Member”) will be 22 paid their share of the settlement, subject to certain taxes and withholdings. (Id. ¶¶ 3.2.4–3.2.5.) 23

24 • Class Counsel will not seek an amount greater than $126,666.67 for attorneys’ fees. (Id. ¶ 3.2.2.) 25

26 • Class Counsel will not seek an amount greater than $20,000 for litigation costs. (Id.) 27

28 • The Class Representative service payment requested will be $7,500. (Id. ¶ 3.2.1.) 1 • If a Class Member has not cashed his or her check(s) within 180 days of issuance, the funds representing the “uncashed checks” shall be transmitted by the 2 Administrator to the California State Controller’s Office for Unclaimed Property 3 in the name of each Class Member who failed to cash their Settlement Payment check prior to the void date. (Id. ¶ 4.4.3.) 4 5 After reviewing the Settlement, the proposed Class Notice, and other related 6 documents, the Court hereby ORDERS AS FOLLOWS: 7 1. The Court PRELIMINARILY FINDS that the proposed Class satisfies the 8 requirements of a settlement class under Federal Rule of Civil Procedure 23. The 9 requirements of Rule 23(a) are satisfied because the proposed Class is so numerous that 10 joinder of all Class Members is impracticable; there are questions of law or fact common 11 to the Class; the claims of Plaintiff are typical of the claims of the Class; and Plaintiff will 12 fairly and adequately protect the interests of the Class. The requirements of Rule 23(b) are 13 satisfied because questions of law or fact common to Class Members predominate over any 14 questions affecting only individual Class Members and a class action here is superior to 15 other available methods for fairly and efficiently adjudicating the controversy. In the event 16 the Final Judgment, this Order, or an order granting final approval of the proposed 17 Settlement is overturned, reversed, not affirmed in its entirety or never becomes final, the 18 Settlement Date does not occur, or the Settlement is nullified or invalidated for any reason, 19 the fact that the Parties were willing to stipulate to class certification for purposes of the 20 Settlement shall have no bearing on, nor be admissible in connection with, any issue in this 21 Action or in any other action. 22 2. The Court PRELIMINARLY APPROVES the Parties’ Settlement. The 23 Settlement falls within the range of possible approval as fair, adequate, and reasonable at 24 this preliminary stage, appears to be the product of arm’s-length and informed negotiations, 25 and appears to treat all Class Members fairly. While the Court is concerned about the 26 significant discounts the Parties made to Plaintiff’s estimated reasonable maximum 27 exposure of $2,347,135.40, Plaintiff’s counsel supported the discounts with reasoned 28 explanations at the hearing on the Motion. (See ECF No. 38.) The Court finds counsel’s 1 explanations sufficient for purposes of preliminary approval given the risks of continued 2 litigation, “with the caveat that more extensive explanation and support for the discounting 3 may be needed to demonstrate fairness at the final approval hearing.” Ferrell v. 4 Buckingham Prop. Mgmt., No. 1:19-cv-00332-LJO-SAB,

, at *19–20 5 (E.D. Cal. Jan. 21, 2020); see id. at 19 (“‘It is well-settled law that a cash settlement 6 amounting to only a fraction of the potential recovery will not per se render the settlement 7 inadequate or unfair,’ and ‘[i]t is the complete package taken as a whole, rather than the 8 individual component parts, that must be examined for overall fairness.’” (citation 9 omitted)). 10 3. The Court further PRELIMARILY FINDS that the settlement of Plaintiff’s 11 California Labor Code Private Attorney General Act (“PAGA”) claim is fair and 12 reasonable at this stage of the proceedings but notes that the Parties must provide further 13 explanation for the amount awarded for PAGA penalties at the Final Approval Hearing 14 because the amount of penalties relative to the gross settlement amount is somewhat higher 15 than in other cases. See, e.g., Mondrian v. Trius Trucking, Inc., No. 1:19-cv-00884-DAD- 16 SKO,

, at *3 (E.D. Cal. June 27, 2022) ($7,500 to LWDA out of 17 $995,000 gross settlement); Almanzar v. Home Depot U.S.A., Inc., No. 2:20-cv-0699 KJN, 18

, at *2 (E.D. Cal. July 19, 2022) ($28,125 to LWDA out of $750,000 19 gross settlement). The Court PRELIMINARILY APPROVES the Settlement and release 20 of the PAGA claim and the payment to LWDA in the amount of $30,000. 21 4. The Court FINDS that it is appropriate to notify the members of the proposed 22 Settlement Class of the terms of the proposed Settlement and APPROVES, as to form and 23 content, the proposed Notice of Settlement to the Class Members, (see Class Notice). The 24 Parties’ proposed notice plan is constitutionally sound because individual notices will be 25 mailed to all Class Members whose identities are known to the Parties, and such notice is 26 the best notice practicable. The Parties’ proposed Class Notice is sufficient to inform Class 27 Members of the terms of the Settlement, their rights under the Settlement, their rights to 28 object to the Settlement, their right to receive a payment under the Settlement or elect not 1 to participate in the Settlement, the processes for doing so, and the date and location of the 2 Final Approval Hearing. 3 5. The following persons are conditionally certified as Class Members solely for 4 the purpose of entering a settlement in this matter: 5 All persons employed by MAP in California and classified as non-exempt 6 employees who worked for MAP during the Class Period (July 21, 2017 to December 31, 7 2022). (Settlement ¶¶ 1.5, 1.12.) 8 6. Plaintiff Leeann Brutout is PRELIMINARILY APPOINTED as the Class 9 Representative of the Settlement Class for settlement purposes. Further, the Court 10 PRELIMINARY APPROVES the service payment to Plaintiff in an amount not to 11 exceed $7,500. The service payment will be subject to final approval of the Court. 12 7. Moon & Yang, APC, is PRELIMINARILY APPOINTED as Class 13 Counsel. Class Counsel are authorized to act on behalf of the Class Representative and the 14 Settlement Class with respect to all acts or consents required by, or which may be given 15 pursuant to, the Settlement and such other acts reasonably necessary to consummate the 16 Settlement. The authority of Class Counsel includes entering into any modifications or 17 amendments to the Settlement on behalf of the Class Representative and the Settlement 18 Class that they deem appropriate, and that are approved by the Court. The Settlement 19 provides that Class Counsel will move for attorneys’ fees not to exceed $126,666.67 20 (33.33% of the gross settlement amount) and for costs not to exceed $20,000. (Settlement 21 ¶ 3.2.2.) While the Court preliminary approves the overall settlement, Class Counsel is 22 forewarned that they must present compelling evidence to grant an upward departure from 23 the 25% Ninth Circuit benchmark for reasonable attorneys’ fees given the large discounts 24 from the original valuation of potential recovery. See Ferrell,

, at *22– 25 23; see also In re Bluetooth Headset Prods. Liab. Litig.,

(9th Cir. 2011). 26 Counsel should be prepared—in their motion for attorneys’ fees and at the hearing on such 27 motion—to provide supporting evidence and documents for the amount requested, 28 including a lodestar cross-check. See Ferrell,

, at *22–23. The Class 1 Counsel fees award and Class Counsel costs award will be subject to final approval of the 2 Court. 3 8. Phoenix Settlement Administrators is APPOINTED to act as the 4 Administrator, pursuant to the terms set forth in the Settlement. 5 9. In accordance with the Settlement, Defendant is DIRECTED to provide the 6 Administrator, not later than fourteen (14) days after the date of this Order, the Class Data, 7 including the name, most recent known mailing address, Social Security number, and dates 8 during which each individual was employed by Defendant in California during the Class 9 Period. 10 10. No later than fourteen (14) days after receiving the Class Data, the 11 Administrator is DIRECTED to mail the approved Class Notice by first-class mail to the 12 Class Members in accordance with the Settlement. 13 11. Class Members will be bound by the Settlement unless they submit a timely 14 and valid written request to be excluded from the Settlement/Settlement Class within sixty 15 (60) days after mailing of the Class Notice by the Administrator, or as otherwise extended 16 pursuant to the terms of the Settlement. 17 12. Class Members may file written objections to the Settlement within sixty (60) 18 days after mailing of the Class Notice by the Administrator, or as otherwise extended 19 pursuant to the terms of the Settlement. 20 13. No later than twenty-eight (28) days before the calendared Final Approval 21 Hearing, Plaintiff shall file a motion for final approval of the settlement and for approval 22 of the service payment award, and Class Counsel shall file a motion for an award of 23 attorneys’ fees and costs. Each Party retains the right to respond to any objections to the 24 Settlement raised by a Class Member, including the right to file responsive documents with 25 the Court no later than fourteen (14) days prior to the Final Approval Hearing. 26 14. Any Class Member who wishes to comment on or object specifically to the 27 amount of attorneys’ fees requested by Class Counsel shall have until the day before the 28 Final Approval Hearing to submit his or her written comment or objection to the 1 Administrator or to the Court as to the amount of fees and he or she may appear at the 2 hearing to further state any comments or objections as to the amount of fees requested. 3 Any comment submitted after the expiration of time to comment on or object to the 4 Settlement generally but before the expiration of time to comment on or object to the 5 amount of attorneys’ fees will not be considered other than as it pertains specifically to 6 comments regarding the amount of attorneys’ fees. 7 15. The Final Approval Hearing will be held on October 26, 2023, at 1:30 p.m. 8 in Courtroom 3A, to determine, among others things: (1) whether the Settlement Class 9 should be finally certified for settlement purposes only; (2) whether the Settlement should 10 be finally approved as fair, reasonable, and adequate as to the Class Members; and (3) 11 whether the Court should enter a final approval order approving the Settlement, dismissing 12 all claims asserted in this action, and binding the Participating Class Members to the 13 releases set forth in the Settlement Agreement. At the time of the Final Approval Hearing, 14 the Court will hear all evidence and arguments necessary to evaluate the Settlement and 15 will consider Plaintiff’s request for an award of the Class Representative service payment 16 and Class Counsel’s request for an award of attorneys’ fees and costs. 17 16. Any Class Member may appear at the Final Approval Hearing in person or by 18 his or her own attorney and offer to show cause why the Court should not approve the 19 Settlement, or to object to the motion for awards of the Class Representative service 20 payment and attorneys’ fees and costs. For any comments or objections to be considered 21 at the hearing, the Class Member must submit a written objection in accordance with the 22 deadlines set forth in the Class Notice, or as otherwise permitted by the Court. The Parties 23 are ORDERED to clarify in the Class Notice that objections to the Settlement or the 24 amount of attorneys’ fees must be made through a written objection by the deadlines herein 25 if a Class Member wishes to assert an argument at the Final Approval Hearing. 26 17. The Court reserves the right to continue the date of the Final Approval 27 Hearing without further notice to Class Members. 28 / / / 1 18. Neither this Order, the Settlement, nor any related statements or proceedings 2 ||shall be construed or deemed as an admission of liability, culpability, damage, or 3 || wrongdoing on the part of Defendant, or of the appropriateness of certification of the Class 4 other than for settlement purposes. If the Court does not finally approve the proposed 5 || Settlement that is the subject of this Order, all evidence, briefing, and proceedings related 6 the Settlement shall have no force and effect, and the Parties shall be deemed to have 7 ||reverted to their respective status as of the date and time immediately prior to the execution 8 || of the Settlement. 9 19. To the extent permitted by law, pending final determination as to whether the 10 || Settlement should be approved, the Court hereby ORDERS that the Class Representative 11 all Settlement Class Members, whether directly, representatively, or in any other 12 ||capacity, whether or not such persons have appeared in this litigation, SHALL NOT 13 || prosecute any claims or actions against Defendant or other Released Parties (as defined in 14 Settlement) in any forum, which would be covered by the release of claims as defined 15 the Settlement. 16 20. The Court ORDERS that a Qualified Settlement Fund, as defined in 26 C_F.R. 17 ||§ 1.468B-1, or other applicable law, shall be established to effectuate the terms of the 18 || Settlement and the Orders of the Court prior to the receipt of any monies from Defendant. 19 21. Pending further Order of this Court, all proceedings in this action except those 20 || contemplated herein and in the Settlement are STAYED. 21 22. As discussed above, the Court SETS the following schedule for the Final 22 || Approval Hearing and the actions that must take place before it:

5 Provide Administrator the Preliminary Approval Class Data Order

07 Administrator to Class Data si Disseminate Class Notice

1 ||| Deadline for Opt Outs of 60 days after administrator August 27, 2023 5 Settlement Class mails the Class Members the Class Notice 3 ||| Deadline for Written 60 days after administrator August 27, 2023 A Objections to Settlement mails the Class Members from Participating Class the Class Notice 5 ||| Members 6 Deadline for Motion for At least 28 days prior to the September 28, 2023 Final Approval Court’s Final Approval 7 Hearing g ||| Deadline for Motion for At least 28 days prior to the September 28, 2023 Attorneys’ Fees and Costs__| Court’s Final Approval 9 Hearing 19 ||| Deadline for Parties’ At least 14 days prior to the October 12, 2023 Responses to Class Court’s Final Approval 11 |!) Members’ Objections Hearing 12 ||| Deadline for Class Day before the Court’s October 25, 2023 Members’ Written Final Approval Hearing 13 ||) Objections to Motion for 14 ||_Attorneys’ Fees and Costs Final Approval Hearing October 26, 2023, at 15 1:30 p.m. in Courtroom 16 3A 17 IT IS SO ORDERED. 18 || Dated: May 31, 2023 —_—— (2 19 lod | ® (oe 20 Honorable Todd W. Robinson United States District Judge 22 23 24 25 26 27 28