appellant john morgan there are many problems with the settlements of a class action over exploding samsung launchers that pay only one hundred and eight thousand total cash and twenty six thousand dollars coupons to nearly two million eight hundred thousand dollars class members but our appeal focuses on the legal question of the chicken plaintiff shielded their fees from scrutiny by negotiating a segregated fee funds with clear sailing with any reduction in the fear request reverting were kicking back to samsung the reason pearson viewed the and to quote bluetooth at nine hundred and forty nine years no apparent reason that the over two million dollars that is returning to samsung should not instead go to the class the district court provided no reason the parties provide a reason and the only cure for this violation of rule twenty three d to c is to reject the settlement as unreasonable or unfair as a matter of law the court erred as a matter of law and finding no self sealing at eight hundred and seventy three dollars under the district court's reasoning chick agreements are never self sealing and the a police don't identify any alternative test for want to kick your agreement isn't permissible an excessive amount of fees the would be over six million dollars way outstrips the benefits of the class i'm going to reduce the fees but if i did that that would give money to samsung and that's a problem and the two of you need to before me now to remove the kicker from the settlement or i'm going to reject the summons under e t c oh what if the amount that the class receives is eminently reasonable and in fact compensates them very well for whatever their damages are well over ninety nine percent of the class is getting nothing here so that's not this case but well it depends on how you value what they got right that that's correct if the district court disagreed with you on the value as did the expert report well the expert report was inadmissible but we can but even beyond that we know is that samsung was willing to put seven million dollars of cash on the table to settle the case ok so let me i'm trying to get your position generally show as i understand what you just told judge phillips is that kickers are per se unreasonable and a settlement has to be rejected if there is a kicker in it even if the amount paid to the class is fair defendant that the defendant was willing to pay under bluetooth at page nine hundred and forty nine dollars there is no apparent reason that that money should go to the class and when the even it would be a windfall to the class you look maybe a proper corn would be an adequate amount to compensate the class for it's compensate for for its claims and maybe samsung is overpaying in the settlement but that  the only alternative if it kicker isn't a problem here where it's actually costing the class two million dollars that they could have gotten then and resulting in the attorneys getting many times worst case scenario we never had an apology case where millions of dollars that could have gone to the classes instead going to the defendant because the plaintiffs negotiated a clause to protect their fees from scrutiny we could have unsealed there re r might be ok i think the case where might be ok is this if every class member is getting everything they could possibly get in the settlement which is not this case because over ninety nine percent of the class is getting is not getting any cash is not getting any coupons most of the coupons the coupons expire in may two thousand and twenty one dollars for purchases made after may two thousand and twenty one they're there they're mostly going to  pire unused that is the fees in this case would violate chambers versus will pull but the class has no power to contest that and ask for those fees to be redistributed to the class because the standing to challenge the fees on appeal i'd like to reserve some time for rebuttal here  instead of the class these types of arrangements embody the ever present conflict that exists between class council and class members which is precisely the reason for the district court rule twenty three to encourage it and in these types of expense of the classes relief and because of this provision this type of picker provision the class is is perhaps it from ever reaping the benefits of that negotiation and let me ask you are you advocating for it per se rule that any settlement class action settlement with the kicker is invalid but i would say that the group could certainly adopt a person will but you can also look to for example with the nd circuit has done in finding and to take a position on clan clear sailing provisions of our brief did not take a position on that the kicker comes after that but we did not take up a certain position on that and this case is a different one  we have this site agreement cost cases adult as far as i understand it why should we assume that and a typical case the amount that the defendant would have been willing to pay would be indeed what it agreed paid to the class and the upper level of the attorney's fees in other words are something built into the play in the joints as far as the defendant in the attorney's gambling amongst themselves how much will be paid isn't necessarily harmful to the class recognizing this division of how that goes and so i think that's something that even this court has recognized and so that the of the amount is it could indicate that if they're willing to do that it could indicate that the defeat requests was determine that they were asking for way too much and there's no chance that the that the district court's going to approve it and so they feel comfortable with a and a man out that's been decided to compensate the class members and go ahead ask for all of these fees but you're never going to get it as proved out here the court took a hard look at the fee request and cut it significantly i think it may take that risk to the class before they even discussed attorneys fees right that is what this report said when i would say that is that they go into these negotiations it's not in a vacuum surely defendants have an idea of what they're willing to do what no other court has done set aside a settlement agreement because of so called clear sailing and kicker provisions even though the district judge district judge to choose to carefully considered those terms as well as each of the rule twenty three dollars factors and found the settlement was fair reasonable and adequate under motor fuel this court will overturn a district court's final approval of a class settlement only if it makes a clear error of judgment exceeds the bounds of permissible choice or when its decision is arbitrary capricious or a manifestly reasonable judgment respectfully morgan to show nothing close to justifying reversal under that and or after providing scrutiny that the district judge rightly called rigorous and even more scrupulous than usual  adequate both with respect to benefits and fees all addressed benefits st although morgan says the class could have been given more not identified any feature of the startlement that leaves the injury without regrets unlike the cases morgan sites like which involved in substantial benefits to class members the settlement here was intended to and did make class members whole that was by design samsung became a preeminent consumer brand because it takes customer satisfaction seriously it's a class composed entirely of samsung customers who want to keep the samsung customers and the idea that we're in we're indifferent to giving money to plains council versus a class makes no economic sense we want to keep the customers coming back we don't want to keep the plaintiff lawyers coming back the settlement benefits here so broadly into two main buckets and they really were substantial they were designed to make the class whole important this was an uncapped settlement and it is many people have had  on the on the repairs in addition to that i mean close to it if you if you assume it's going to be about the same throughout they're nowhere close to what was used she's evaluate the  sound i disagree what was used to value evaluate the company the amount of the settlement was the warranty benefit of of telling these people or their useful life of your machine you're going to repair replace it we're going to give you four hundred dollars in expenses or you know any expenses you had because of the the problem and various other things and that was the basis of the value the judge did not consider the you know the repairs or any of the rebates that went into it and again we have both the warranties to make sure people are going to have a you're going to be they're not going to have a problem because of these two flaws during the useful ep of the machine and that in itself is a very substantial independent value not just for amount of the claims but no knowing that that's not going to be an issue for you secondly in addition to that you know which guarantees appear not to be out of pocket for these two flaws there is even for people who have experience no problem they have a variety of rebates which again did not even figure in the judge's calculation of the value of the settlement that was all entirely based on the warranties well and that fair isn't it i mean in order to take advantage of those are sitting when the when you know this litigation is over people can call in those three but that they let me let me ask you this if we've got the kicker and the clear sailing provision here doesn't that in some ways the combinations of interfere with the adversarial process that we typically rely on pollen to see that a a fair settlement is reached troublesome about clear sailing and kick arrangements especially when combined and i think the answer to the two is the same if you look at the circuits are on this point the ensor is that when there is reason for concern about attorneys fees the way that that is handled is by exacting judicial scrutiny part of the district court that is the safeguard it's ultimately the district court and every case cited mr frank from other circuits the pearson case blue tooth they all end up there with sometimes harsh language for the parties but they always end up at the point that the district court didn't do its job in a value the settlement carefully enough in this court's recent opinion i know it's not a published opinion but nonetheless it summarizes the case law in this in this circuit in suffolk footnote for this court says the burden upon the district court is to carefully scrutinize the arrangement so that it is satisfied that there has been no creature fiduciary obligations to the district to the class and that takes the form again following the circuits case law from cases like to new router of a four part inquiry into the process of negotiations what the representations of cards were to the district court whether the class got a good deal whether there was risk involved in the further litigation of the case the district court followed each of these steps and more importantly the district court followed exactly what modern rule twenty three its current form requires is st make road opinions long on the twenty three ether actors as the fair reasonable an adequate including the way the fees would be calculated very terms of the rule anticipate that courts may be guided by the parties agreement and yet messroom behalf of the the key and mr frank are basically trying to write that out and say if elements there we have ample recovery for the class mr allwood touched on the valuation valuation is based only on one component of the case and what's more in the motor fuel case this court has already rejected pearson on whether lodestar fees in a consumer case have to be tried proport have to tie proportionately to the recovery of the class and so on these point it's not that this court hasn't spoken this court has spoken extensively on how to review class actions now this class is about consumers about washing machines it's not as remunerative a some of the big oil and gas royalty cases that have come before this court it doesn't have huge damages it's a bad thing to have your washing machine glow up in your house there's no question about that and this owen says if you were injured if you properly and we put that aside but for the basic consumer satisfaction this is an entirely appropriate sentiment it gives for people most want in their home appliances which is security when i was a kid the most popular t v commercial lodestar was impermissible this is an entirely odd circumstance for appeal of a class settlement and have no questions which always makes me nervous your honour's but let me just council and the district court found there was no opposition reading the brief i think there certainly was opposition that seems to me to be clearly erroneous that i mean by the  objection to it and so that there was no opposition to it so yes i agree with you that under clearly erroneous standard there was no threats to but there were certainly counsel samsung went and the go she did benefits the class with somebody else when we were class counsel that's an interference with the attorney client relationship we were having a gorgeously opposed to that and then we were more hoes and we learn the terms of it because the terms of the agreement was to pay off the new jersey council which the district court had already found had conferred no benefit upon the class and to pay off mr frank and to court in a residuary position  in line the class had lee ever negotiated a settlement in which the st tranche of money came to the lawyers and then only the residual would go to the class members mr frank would have a field day if he could he would be apoplectic and then he would out us make his day because that would be the easiest case he ever had that's what they came back with and we said you're not supposed to negotiate that and we were we did object to it as to the terms we never had concrete terms that we could recruit address runner i think there's nuance that just your course opinion i fear that i don't have it in front of me if i can just conclude on one point every single case cited by mr frank turns on you the class getting nothing or the district court not to its job including this circuit's woodruff case that's just not the case you think your have gotten the two million dollars that is instead reverted the same some judge mchugh mentions fairness but i think she's using the term to describe adequacy someone must be fair adequate and reasonable and whether the amount going to the class is an adequate settlement of the claims is one question but whether the allocation between the attorneys the defendant and the class is fair is a different question and that's what we're challenging here the fairness of the kicker reverting two million dollars to samsung that they were willing to pay the settle the my hymns and they're willing to pay the class because they cut a side deal that was submitted to the court that was timid to the court but as i read the record the court twice asked for to get copies of the settlement that proposed settlement agreement and the only thing they got were it was a  sheet that was provided by opposing counsel as provided by sam not by you so the court really didn't ever add anything other than the terms well the court didn't have the term sheet and it's the only thing left was  an agreement the details yes but my colleague mr characterizes the trances we got nothing from that signed c e o unless the class got at least six hundred thousand dollars the class came st they claimed that they pose that side deal because the new jersey council would get seven hundred and fifty thousand dollars new jersey council is getting seven hundred and fifty thousand dollars and class  about that there is a there there there there their assertions are completely contrary to what they've actually done and with respect to a threat when we're accused of misconduct by a powerful law firm that then lays out the elements of a tort and then refuses to state that they're not going to sue us we have to take that as a threat there's no way we can take that as a threat and even in their last filings there is saying that it was they they opposed and has as an impermissible a great selfish deal when the only twenty two to say it's ok because the objector came and but if the objector doesn't come in there isn't a hard look and if the objector doesn't come in and then the kicker and the clear sailing have their full effect and they asked for that full effect it docket and forty two pages fourteen and fifteen where they say oh you don't need to look at this is all because samsung is ok with that in the money will go to the class anyway they it's listen they explicitly did it and it cost the class two million dollars here the district court committed