UNITED STATES DISTRICT COURT 

FOR THE EASTERN DISTRICT OF MICHIGAN 

SOUTHERN DIVISION 

MOTION FOR PRELIMINARY APPROVAL OF PROPOSED 

SETTLEMENTS WITH THE HIAMS AND MITSUBISHI ELECTRIC 

DEFENDANTS AND FOR PROVISIONAL CERTIFICATION 

 OF DIRECT PURCHASER SETTLEMENT CLASS 

Direct Purchaser Plaintiffs Irving Levine Automotive Distributors, Inc. and All European 

Auto Supply, Inc. (“Plaintiffs”) hereby move the Court, pursuant to Rule 23 of the Federal Rules 

of Civil Procedure, for preliminary approval of the proposed settlements with Defendant Hitachi 

Automotive Systems, Ltd. (“HIAMS”) for HIAMS, Hitachi, Ltd. and Hitachi Automotive Systems 

Americas, Inc. (collectively “HIAMS Defendants”), and with Defendants Mitsubishi Electric 

Corporation, Mitsubishi Electric US Holdings, Inc., and Mitsubishi Electric Automotive America, 

Inc. (collectively, “Mitsubishi Electric”), and for provisional certification of the HIAMS 

Defendants Settlement Class and Mitsubishi Electric Settlement Class (together, the “Proposed 

Settlement Classes”). In support of this motion, Plaintiffs rely upon the accompanying 

memorandum of law, which is incorporated by reference herein. 

The parties do not request a hearing for this motion. HIAMS and Mitsubishi Electric 

consent to this motion and to the entry of the proposed orders preliminarily approving the proposed 

settlements and provisionally certifying the Proposed Settlement Classes. 

IN RE AUTOMOTIVE PARTS 

ANTITRUST LITIGATION 

: 

: 

: 

: 

: 

: 

: 

: 

: 

: 

: 

2:12-md-02311 

Honorable Marianne O. Battani 

Case No. 2:13-cv-00701-MOB-MKM 

Case No. 2:15-cv-11828-MOB-MKM 

Case No. 2:15-cv-13634-MOB-MKM 

IN RE: ALTERNATORS 

THIS DOCUMENT RELATES TO: 

DIRECT PURCHASER ACTIONS 

Case 2:15-cv-11828-SFC-RSW ECF No. 21, PageID.129 Filed 08/10/18 Page 1 of 32
 

 DATED: August 10, 2018 Respectfully submitted, 

Steven A. Kanner 

William H. London 

Michael E. Moskovitz 

FREED KANNER LONDON 

 & MILLEN LLC 

2201 Waukegan Road, Suite 130 

Bannockburn, IL 60015 

Telephone: (224) 632-4500

 

 /s/David H. Fink 

David H. Fink (P28235) 

Darryl Bressack (P67820) 

Nathan J. Fink (P75185) 

FINK + ASSOCIATES LAW 

38500 Woodward Ave; Suite 350 

Bloomfield Hills, MI 48304 

Telephone: (248) 971-2500 

Interim Liaison Counsel for the Direct 

Purchaser Plaintiffs 

Joseph C. Kohn 

William E. Hoese 

Douglas A. Abrahams 

KOHN, SWIFT & GRAF, P.C. 

1600 Market Street, Suite 2500 

Philadelphia, PA 19103 

Telephone: (215) 238-1700

Gregory P. Hansel 

Randall B. Weill 

Michael S. Smith 

PRETI, FLAHERTY, BELIVEAU 

 & PACHIOS LLP 

One City Center, P.O. Box 9546 

Portland, ME 04112-9546 

Telephone: (207) 791-3000 

Eugene A. Spector 

William G. Caldes 

Jonathan M. Jagher 

Jeffrey L. Spector 

SPECTOR ROSEMAN & KODROFF, P.C. 

1818 Market Street, Suite 2500 

Philadelphia, PA 19103 

Telephone: (215) 496-0300 

Interim Co-Lead Counsel for the Direct Purchaser Plaintiffs 

Case 2:15-cv-11828-SFC-RSW ECF No. 21, PageID.130 Filed 08/10/18 Page 2 of 32
UNITED STATES DISTRICT COURT 

FOR THE EASTERN DISTRICT OF MICHIGAN 

SOUTHERN DIVISION 

MEMORANDUM IN SUPPORT OF MOTION FOR PRELIMINARY 

APPROVAL OF PROPOSED SETTLEMENTS WITH THE HIAMS AND 

MITSUBISHI ELECTRIC DEFENDANTS AND FOR PROVISIONAL 

CERTIFICATION OF DIRECT PURCHASER SETTLEMENT CLASSES 

IN RE AUTOMOTIVE PARTS 

ANTITRUST LITIGATION 

: 

: 

: 

: 

: 

: 

: 

: 

: 

: 

: 

2:12-md-02311 

Honorable Marianne O. Battani 

Case No. 2:13-cv-00701-MOB-MKM 

Case No. 2:15-cv-11828-MOB-MKM 

Case No. 2:15-cv-13634-MOB-MKM 

IN RE: ALTERNATORS 

THIS DOCUMENT RELATES TO: 

DIRECT PURCHASER ACTIONS 

Case 2:15-cv-11828-SFC-RSW ECF No. 21, PageID.131 Filed 08/10/18 Page 3 of 32
 

i

TABLE OF CONTENTS 

TABLE OF AUTHORITIES ......................................................................................................... iii

STATEMENT OF ISSUES PRESENTED .................................................................................... vi

STATEMENT OF CONTROLLING OR MOST APPROPRIATE AUTHORITIES ................. vii

I. INTRODUCTION .............................................................................................................. 1

II. BACKGROUND ................................................................................................................ 1

III. TERMS OF THE SETTLEMENT AGREEMENTS .......................................................... 2

A. The Proposed Settlement Classes ........................................................................... 2

B. The Settlement Amounts......................................................................................... 3

C. Releases................................................................................................................... 4

D. Cooperation ............................................................................................................. 4

IV. PRELIMINARY APPROVAL OF THE PROPOSED SETTLEMENT IS 

WARRANTED ................................................................................................................... 5

A. The Governing Standards. ...................................................................................... 5

B. The Proposed Settlements are Fair and Within the Range of Possible Final 

Approval. ................................................................................................................ 6

C. Consideration of the Final Approval Criteria Supports Preliminary Approval of 

the Proposed Settlements. ....................................................................................... 7

1. The Likelihood of Plaintiffs’ Success on the Merits Weighed Against the 

Amount and Form of the Relief Offered in the Settlement Supports 

Approval. .................................................................................................... 9

2. The Complexity, Expense, and Likely Duration of Continued Litigation 

Favor Approval. ........................................................................................ 10

3. The Judgment of Experienced Counsel Supports Approval. .................... 11

4. The Amount of Discovery Completed and the Character of the Evidence 

Uncovered Are Sufficient. ........................................................................ 12

5. The Reaction of Class Members. .............................................................. 13

6. The Settlement Agreements are the Product of Arm’s-Length 

Negotiations. ............................................................................................. 13

7. The Settlements are Consistent with the Public Interest. .......................... 13

V. PROVISIONAL CERTIFICATION OF THE PROPOSED DIRECT PURCHASER 

SETTLEMENT CLASSES IS WARRANTED................................................................ 14

A. The Proposed Settlement Classes Satisfy Rule 23(a). .......................................... 14

1. The Proposed Settlement Classes are Sufficiently Numerous. ................. 15

Case 2:15-cv-11828-SFC-RSW ECF No. 21, PageID.132 Filed 08/10/18 Page 4 of 32
 

ii

2. There are Common Questions of Law and Fact. ...................................... 15

3. Plaintiff’s Claims are Typical of Those of the Settlement Classes. .......... 16

4. Plaintiff Will Fairly and Adequately Protect the Interests of the Settlement 

Classes....................................................................................................... 17

B. Plaintiffs’ Claims Satisfy the Prerequisites of Rule 23(b)(3) for Settlement 

Purposes. ............................................................................................................... 18

1. Common Legal and Factual Questions Predominate. ............................... 18

2. A Class Action is Superior to Other Methods of Adjudication. ............... 19

VI. CONCLUSION ................................................................................................................. 21

Case 2:15-cv-11828-SFC-RSW ECF No. 21, PageID.133 Filed 08/10/18 Page 5 of 32
 

iii

TABLE OF AUTHORITIES 

Cases

Amchem Prods., Inc. v. Windsor, 

521 U.S. 591 (1997) ...................................................................................................... 14, 18, 20 

Barry v. Corrigan, 

79 F. Supp. 3d 712 (E.D. Mich. 2015) ................................................................................ 15, 17 

Beattie v. CenturyTel, Inc., 

511 F.3d 554 (6th Cir. 2007) .................................................................................................... 19 

Berry v. Sch. Dist. of City of Benton Harbor, 

184 F.R.D. 93 (W.D. Mich. 1998) .......................................................................................... 6, 8 

Carson v. Am. Brands, Inc., 

450 U.S. 79 (1981) ...................................................................................................................... 8 

Date v. Sony Electronics, Inc., 

No. 07-15474, 2013 WL 3945981 (E.D. Mich. Jul. 31, 2013) ..................................... 12, 15, 16 

Davidson v. Henkel Corp., 

302 F.R.D. 427 (E.D. Mich. 2014) ........................................................................................... 15 

Delphi Corp. Sec., Deriv. & “ERISA” Litig., 

248 F.R.D. 483 (E.D. Mich. 2008) ....................................................................................... 6, 11

Dick v. Sprint Commc’ns, 

297 F.R.D. 283 (W.D. Ky. 2014)................................................................................................ 7 

Exclusively Cats Veterinary Hosp. v. Anesthetic Vaporizer Servs., Inc., 

2010 WL 5439737 (E.D. Mich. Dec. 27, 2010) ....................................................................... 15 

Ford v. Fed.-Mogul Corp., 

2015 WL 110340 (E.D. Mich. Jan. 7, 2015)......................................................................... 9, 11 

Gautreaux v. Pierce, 

690 F.2d 616 (7th Cir. 1982) ...................................................................................................... 6 

Granada Invs. Inc. v. DWG Corp., 

962 F.2d 1203 (6th Cir. 1992) .................................................................................................. 13 

Griffin v. Flagstar Bancorp, Inc., 

2013 WL 6511860 (E.D. Mich. Dec. 12, 2013) ................................................................ passim 

Hoving v. Lawyers Title Ins. Co., 

256 F.R.D. 555 (E.D. Mich. 2009) ........................................................................................... 18 

In re Am. Med. Sys., Inc., 

75 F.3d 1069 (6th Cir. 1996) .................................................................................................... 15 

In re Auto. Refinishing Paint Antitrust Litig., 

617 F. Supp. 2d. 336 (E.D. Pa. 2007) ......................................................................................... 7 

In re Cardizem CD Antitrust Litig., 

218 F.R.D. 508 (E.D. Mich. 2003) .................................................................................... passim 

In re Cardizem CD Antitrust Litig, 

200 F.R.D. 297 (E.D. Mich. 2007) ........................................................................................... 20 

In re Countrywide Fin. Corp. Customer Data Sec. Breach Litig., 

2010 WL 3341200 (W.D. Ky. Aug. 23, 2010) ........................................................................... 7 

Case 2:15-cv-11828-SFC-RSW ECF No. 21, PageID.134 Filed 08/10/18 Page 6 of 32
 

iv

In re Flat Glass Antitrust Litig., 

191 F.R.D 472 (W.D. Pa. 1999) ............................................................................................... 16 

In re Flonase Antitrust Litig., 

284 F.R.D. 207 (E.D. Pa. 2012) ................................................................................................ 20 

In re Global Crossing Sec. & ERISA Litig., 

225 F.R.D. 436 (S.D.N.Y.2004) ............................................................................................... 12 

In re Linerboard Antitrust Litig., 

292 F. Supp. 2d 631 (E.D. Pa. 2003) ...................................................................................... 6, 7 

In re NASDAQ Market-Makers Antitrust Litig., 

169 F.R.D. 493 (S.D.N.Y 1996) ............................................................................................... 21 

In re Packaged Ice Antitrust Litig., 

2010 WL 3070161 (E.D. Mich. Aug. 2, 2010) ................................................................. 5, 6, 12 

In re Packaged Ice Antitrust Litig., 

2011 WL 717519 (E.D. Mich. Feb. 22, 2011) ................................................................... passim 

In re Packaged Ice Antitrust Litig., 

2011 WL 6209188 (E.D. Mich. Dec. 13, 2011) ....................................................................... 12 

In re Polyurethane Foam Antitrust Litig., 

2015 WL 1639269 (N.D. Ohio Feb. 26, 2015), appeal dismissed .............................................. 9 

In re Pressure Sensitive Labelstock Antitrust Litig., 

584 F. Supp. 2d 697 (M.D. Pa. 2008) ......................................................................................... 7 

In re Scrap Metal Antitrust Litig., 

527 F.3d 517 (6th Cir. 2008) .............................................................................................. 18, 19 

In re Southeastern Milk Antitrust Litig., 

2013 WL 2155379 (E.D. Tenn. May 17, 2013) .......................................................................... 7 

In re Southeastern Milk Antitrust Litig., 

2010 WL 3521747 (E.D. Tenn. Sept. 7, 2010) ......................................................................... 19 

In re Telectronics Pacing Sys. Inc., 

137 F. Supp. 2d 985 (S.D. Ohio 2001) ......................................................................... 5, 6, 8, 13 

In re Whirlpool Corp. Front-Loading Washer Prods. Liab. Litig., 

722 F.3d 838 (6th Cir. 2013) ........................................................................................ 14, 15, 16 

Int’l Union, United Auto., Aerospace & Agric. Implement Workers of Am. v. Ford Motor Co., 

2006 WL 1984363 (E.D. Mich. July 13, 2006) ................................................................. passim 

IUE-CWA v. General Motors Corp., 

238 F.R.D. 583 (E.D. Mich. 2006) ............................................................................................. 9 

Lessard v. City of Allen Park, 

372 F. Supp. 2d 1007 (E.D. Mich. 2005) .................................................................................... 8 

Marsden v. Select Medical Corp., 

246 F.R.D. 480 (E.D. Pa. 2007) ................................................................................................ 15 

Olden v. Gardner, 

294 Fed. Appx. 210 (6th Cir. 2008) ............................................................................................ 8 

Paper Systems Inc. v. Mitsubishi Corp., 

193 F.R.D. 601 (E.D. Wisc. 2000)............................................................................................ 20 

Senter v. Gen. Motors Corp., 

532 F.2d 511 (6th Cir. 1976) .................................................................................................... 17 

Sheick v. Auto. Component Carrier LLC, 

2010 WL 4136958 (E.D. Mich. Oct. 18, 2010) .......................................................... 8, 9, 11, 13 

Case 2:15-cv-11828-SFC-RSW ECF No. 21, PageID.135 Filed 08/10/18 Page 7 of 32
 

v

Sheick v. Automotive Component Carrier LLC, 

2010 WL 3070130 (E.D. Mich. Aug. 02, 2010) ....................................................................... 17 

Sims v. Pfizer, Inc., 

2016 WL 772545 (E.D. Mich. Feb. 24, 2016) ............................................................................ 8 

Sprague v. General Motors Corp., 

133 F.3d 388 (6th Cir. 1998) ........................................................................................ 14, 15, 16 

Thacker v. Chesapeake Appalachia, LLC, 

259 F.R.D. 262 (E.D. Ky. 2009) ............................................................................................... 14 

UAW v. Gen. Motors Corp., 

497 F.3d 615 (6th Cir. 2007) ................................................................................................ 9, 17 

Van Horn v. Trickey, 

840 F.2d 604 (8th Cir. 1988) ...................................................................................................... 8 

Williams v. Vukovich, 

720 F.2d 909 (6th Cir. 1983) .......................................................................................... 8, 11, 12 

Rules

Fed. R. Civ. P. 23(a) ............................................................................................................... 14, 18 

Fed. R. Civ. P. 23(a)(1) ................................................................................................................. 15 

Fed. R. Civ. P. 23(a)(2) ........................................................................................................... 15, 16 

Fed. R. Civ. P. 23(a)(3) ........................................................................................................... 16, 17 

Fed. R. Civ. P. 23(a)(4) ........................................................................................................... 17, 18 

Fed. R. Civ. P. 23(b) ............................................................................................................... 14, 18 

Fed. R. Civ. P. 23(b)(3)..................................................................................................... 18, 19, 20 

Fed. R. Civ. P. 23(e)(2) ............................................................................................................... 6, 8 

Fed. R. Civ. P. 23(g) ..................................................................................................................... 18 

Other Authorities

4 NEWBERG ON CLASS ACTIONS, § 18.05 ............................................................................... 16 

 

Case 2:15-cv-11828-SFC-RSW ECF No. 21, PageID.136 Filed 08/10/18 Page 8 of 32
 

vi

STATEMENT OF ISSUES PRESENTED 

1. Whether the proposed settlements between the Direct Purchaser Plaintiffs Irving Levine 

Automotive Distributors, Inc. and All European Auto Supply, Inc. and Defendant Hitachi 

Automotive Systems, Ltd. (“HIAMS”) for HIAMS, Hitachi, Ltd. and Hitachi Automotive 

Systems Americas, Inc. (collectively “HIAMS Defendants”), and Defendants Mitsubishi 

Electric Corporation, Mitsubishi Electric US Holdings, Inc., and Mitsubishi Electric 

Automotive America, Inc. (collectively, “Mitsubishi Electric”) (HIAMS and Mitsubishi 

Electric are the “Settling Defendants”), as set forth in the Settlement Agreements between 

the Direct Purchaser Plaintiffs and the respective Settling Defendants, are sufficiently fair, 

reasonable and adequate to warrant preliminary approval;

2. Whether the Court should provisionally certify a HIAMS Defendants Settlement Class and 

a Mitsubishi Electric Settlement Class (collectively, the “Proposed Settlement Classes”) 

under Rule 23(a) and (b)(3) of the Federal Rules of Civil Procedure for purposes of the 

settlements only; and 

3. Whether the Court should appoint Irving Levine Automotive Distributors, Inc. and All 

European Auto Supply, Inc. as the representatives for the Proposed Settlement Classes, and 

the law firms of Freed Kanner London & Millen LLC; Kohn, Swift & Graf, P.C.; Preti, 

Flaherty, Beliveau & Pachios LLP; and Spector Roseman & Kodroff, P.C. as Class Counsel 

for the Proposed Settlement Classes (“Settlement Class Counsel”). 

 

Case 2:15-cv-11828-SFC-RSW ECF No. 21, PageID.137 Filed 08/10/18 Page 9 of 32
 

vii

STATEMENT OF CONTROLLING OR MOST APPROPRIATE AUTHORITIES 

Amchem Prods., Inc. v. Windsor, 

 521 U.S. 591 (1997)

In re Automotive Parts Antitrust Litig., 12-MD-02311, 2:12-cv-00103, Doc. No. 497 (E.D. Mich. 

June 20, 2016) 

Date v. Sony Electronics, Inc., 

 No. 07-15474, 2013 WL 3945981 (E.D. Mich. Jul. 31, 2013) 

Griffin v. Flagstar Bancorp, Inc., 

 No. 2:10-cv-10610, 2013 WL 6511860 (E.D. Mich. Dec. 12, 2013) 

In re Cardizem CD Antitrust Litig., 

218 F.R.D. 508 (E.D. Mich. 2003) 

In re Delphi Corp. Sec., Deriv. & “ERISA” Litig., 

248 F.R.D. 483 (E.D. Mich. 2008) 

In re Packaged Ice Antitrust Litig., 

 No. 08-MD-01952, 2010 WL 3070161 (E.D. Mich. Aug. 2, 2010)

In re: Packaged Ice Antitrust Litig., 

 No. 08-MD-01952, 2011 WL 717519 (E.D. Mich. Feb. 22, 2011) 

In re Scrap Metal Antitrust Litig., 

 527 F.3d 517 (6th Cir. 2008) 

In re Whirlpool Corp. Front-Loading Washer Prods. Liab. Litig., 

 722 F.3d 838 (6th Cir. 2013) 

Int’l Union, United Auto., Aerospace & Agric. Implement Workers of Am. v. Ford Motor Co., 

 No. 05-74730, 2006 WL 1984363 (E.D. Mich. July 13, 2006) 

Sheick v. Auto. Component Carrier LLC, 

 No. 2:09-14429, 2010 WL 4136958 (E.D. Mich. Oct. 18, 2010) 

Sprague v. General Motors Corp., 

 133 F.3d 388 (6th Cir. 1998) 

In re Telectronics Pacing Sys. Inc., 

137 F. Supp. 2d 985 (S.D. Ohio 2001) 

UAW v. General Motors Corp., 

 497 F.3d 615 (6th Cir. 2007) 

Case 2:15-cv-11828-SFC-RSW ECF No. 21, PageID.138 Filed 08/10/18 Page 10 of 32
 

 1 

I. INTRODUCTION 

Direct Purchaser Plaintiffs (“Plaintiffs”), on behalf of Settlement Classes comprised of 

direct purchasers of Alternators in the United States, have reached settlements with HIAMS and 

Mitsubishi Electric. Under the terms of the proposed settlement between Plaintiffs and HIAMS, 

HIAMS will pay $2,210,769. Under the terms of the proposed settlement agreement between 

Plaintiffs and Mitsubishi Electric, Mitsubishi Electric will pay $7,295,825.1 Additionally, both 

HIAMS and Mitsubishi Electric have agreed to provide substantial cooperation to assist Plaintiffs 

in the prosecution of the claims against the remaining Defendants. 

Plaintiffs respectfully moves this Court for Orders preliminarily approving the proposed 

settlements with HIAMS and Mitsubishi Electric, and provisionally certifying the HIAMS 

Defendants Settlement Class and the Mitsubishi Electric Settlement Class. Plaintiffs will seek 

authorization to disseminate notice to members of the Proposed Settlement Classes pursuant to a 

plan to be submitted to the Court in a separate motion. 

II. BACKGROUND 

In May 2015, Plaintiffs filed a class action lawsuit2 against Defendants on behalf of direct 

purchasers of “Alternators,” and another complaint was filed in October 2015.”3 Plaintiffs allege 

that Defendants conspired to raise, fix, maintain, and stabilize prices, rig bids, and allocate the 

 1 As discussed in Section III of this Memorandum, the Mitsubishi Electric Settlement 

Agreement is subject to termination based upon requests for exclusion by certain members of the 

Mitsubishi Electric Settlement Class. 

2 Tiffin Motor Homes, Inc. v. Denso Corporation, et al., 2:14-cv-10674-MOB-MKM, Doc. 

No. 1 (E.D. Mich. February 13, 2014). 

3

 “Alternators” are electromechanical devices that generate an electric current while an 

engine is in operation. Alternators provide power to a vehicle’s electrical system and charge its 

battery. 

 

Case 2:15-cv-11828-SFC-RSW ECF No. 21, PageID.139 Filed 08/10/18 Page 11 of 32
 

 2 

supply of Alternators sold in the United States, in violation of federal antitrust laws. Plaintiffs 

further allege that as a result of the conspiracy, it and other direct purchasers of Alternators were 

injured by paying more for those products than they would have paid in the absence of the alleged 

illegal conduct, and it seeks recovery of treble damages, together with reimbursement of costs and 

an award of attorneys’ fees. 

III. TERMS OF THE SETTLEMENT AGREEMENTS 

After months of negotiations with Mitsubishi Electric’s counsel, Plaintiffs reached a 

settlement (attached as Exhibit 1) with Mitsubishi Electric on March 12, 2018. On May 14, 2018, 

following extended negotiations with HIAMS’ attorneys, Plaintiffs entered into a settlement with 

HIAMS (attached as Exhibit 2). Each of these Settlement Agreements was executed after arm’slength negotiations between experienced and sophisticated counsel. During the negotiations, the 

merits of the respective parties’ positions were discussed and evaluated. As part of the settlement 

negotiations, the parties communicated extensively, and Settlement Class Counsel analyzed 

information provided to them by Defendants, relevant industry data, and other pertinent 

information. 

The settlements with HIAMS and with Mitsubishi Electric are the result of these goodfaith negotiations, after factual investigation and legal analysis by experienced counsel, and are 

based upon the attorneys’ full understanding of the strengths and weaknesses of their cases and 

their clients’ respective positions. Plaintiffs believe that the proposed settlements are fair, 

reasonable and adequate for the Proposed Settlement Classes. 

The material terms of the proposed settlements are summarized below. 

A. The Proposed Settlement Classes 

Plaintiffs and HIAMS seek certification, for purposes of the settlement for HIAMS 

Defendants only, of the HIAMS Defendants Settlement Class, which is defined as follows: 

Case 2:15-cv-11828-SFC-RSW ECF No. 21, PageID.140 Filed 08/10/18 Page 12 of 32
 

 3 

All individuals and entities who purchased Alternators in the United 

States directly from Defendants (or their subsidiaries or affiliates) 

from January 1, 2000 through March 12, 2018. Excluded from the

Settlement Class are Defendants, their present and former parent 

companies, subsidiaries and affiliates, federal governmental entities 

and instrumentalities of the federal government, and states and their 

subdivisions, agencies and instrumentalities. 

Exhibit 2 at ¶ 17. 

Plaintiffs and Mitsubishi Electric seek certification, for purposes of the Mitsubishi Electric 

settlement only, of the Mitsubishi Electric Settlement Class, which is defined as follows: 

All individuals and entities who purchased Alternators in the United 

States directly from one or more Defendants (or their subsidiaries, 

affiliates, or joint ventures) from January 1, 2000 through March 12, 

2018. Excluded from the Settlement Class are Defendants, their

present and former parent companies, subsidiaries, and affiliates, 

federal governmental entities and instrumentalities of the federal 

government, and states and their subdivisions, agencies and 

instrumentalities. 

Exhibit 1 at ¶ 10. 

 

For purposes of the Proposed Settlement Class definitions set forth above, the following 

entities are Defendants: Denso Corporation; Denso International America, Inc.; Denso Products 

and Services Americas, Inc. f/k/a Denso Sales California, Inc.; Denso International Korea 

Corporation; Hitachi Ltd.; Hitachi Automotive Systems, Ltd.; Hitachi Automotive Systems 

Americas, Inc.; Mitsuba Corporation; American Mitsuba Corporation; Mitsubishi Electric 

Corporation; Mitsubishi Electric US Holdings, Inc.; Mitsubishi Electric Automotive America, 

Inc.; Robert Bosch GmbH; and Robert Bosch LLC. 

B. The Settlement Amounts 

The HIAMS Settlement Amount for Alternators is $2,210,769. HIAMS will pay the 

settlement funds into an interest-bearing escrow account. Exhibit 2 at ¶¶ 31-32. The Mitsubishi 

Case 2:15-cv-11828-SFC-RSW ECF No. 21, PageID.141 Filed 08/10/18 Page 13 of 32
 

 4 

Electric Settlement Amount for Alternators is $7,295,825. Mitsubishi Electric will pay the 

settlement funds into an interest-bearing escrow account.4 Exhibit 1 at ¶¶ 24-25.5 

C. Releases 

Each Settlement Agreement provides, inter alia, for the release by Plaintiffs and the other 

members of that Settlement Class of certain claims concerning sales of Alternators to customers 

who purchased those products in the United States directly from a Defendant. 

The releases specifically exclude certain claims against HIAMS Defendants and Mitsubishi 

Electric, including claims based upon indirect purchases of Alternators; claims based on 

negligence, personal injury, or product defects; and claims relating to purchases of Alternators 

outside the United States. Exhibit 2 at ¶ 29; Exhibit 1 at ¶ 22. 

D. Cooperation 

These are partial settlements of the claims in the Complaint, as they are for HIAMS 

Defendants and Mitsubishi Electric only. Plaintiffs are continuing to prosecute the case against 

the remaining Defendants. HIAMS and Mitsubishi Electric have agreed to assist Plaintiffs in the 

prosecution of the lawsuit against the remaining Defendants by each providing the following types 

of cooperation: (a) the production of documents, data and other information potentially relevant to 

Plaintiff’s claims; (b) assistance in understanding information produced to Plaintiffs and 

facilitating the use of such information at trial; (c) meetings between Settlement Class Counsel 

 4 The Mitsubishi Electric settlement is subject to rescission based on valid and timely 

requests for exclusion by certain members of the Mitsubishi Electric Settlement Class in 

accordance with the terms set forth in a confidential letter agreement between Mitsubishi Electric 

and the Settlement Class. The confidential letter will be provided to the Court for in camera review 

upon its request. Exhibit 1 at ¶ 40. 

5 HIAMS Defendants’ and Mitsubishi Electric’s sales to members of the Proposed 

Settlement Classes remain in the case as a potential basis for joint and several liability and damages 

against other current Defendants and co-conspirators. Exhibit 2 at ¶ 51; Exhibit 1 at ¶ 47. 

Case 2:15-cv-11828-SFC-RSW ECF No. 21, PageID.142 Filed 08/10/18 Page 14 of 32
 

 5 

and the attorneys for the respective Settling Defendant who will provide information relevant to 

the claims in this litigation; (d) witness interviews; (e) depositions; and (f) trial testimony. 

Appendix A to Exhibit 2; Exhibit 1 at ¶¶ 32-39. 

IV. PRELIMINARY APPROVAL OF THE PROPOSED SETTLEMENT IS 

 WARRANTED 

A. The Governing Standards. 

Approval of a class action settlement involves a three-step process: “(1) the court must 

preliminarily approve the proposed settlement, (2) members of the class must be given notice of 

the proposed settlement, and (3) after holding a hearing, the court must give its final approval of 

the settlement.” In re Automotive Parts Antitrust Litig., 12-MD-02311, 2:12-cv-00103, Doc. No. 

497, at 8 (E.D. Mich. June 20, 2016) (quoting In re Telectronics Pacing Sys. Inc., 137 F. Supp. 2d 

985, 1026 (S.D. Ohio 2001). See also In re Packaged Ice Antitrust Litig., No. 08-MD-01952, 2010 

WL 3070161, at *4 (E.D. Mich. Aug. 2, 2010); Manual For Complex Litig. (Fourth) § 21.63 

(2004). 

“If the proposed settlement appears to be the product of serious, informed, non-collusive 

negotiations, has no obvious deficiencies, does not improperly grant preferential treatment to class 

representatives or segments of the class, and falls with[in] the range of possible approval, then the 

Court should direct that notice be given to the class members of a formal fairness hearing, at which 

evidence may be presented in support of and in opposition to the settlement.” Telectronics, 137 

F. Supp. 2d at 1015 (quoting Manual for Complex Litig. (Second) §30.44 (1985)); Int’l Union, 

United Auto., Aerospace & Agric. Implement Workers of Am. v. Ford Motor Co., No. 05-74730, 

2006 WL 1984363, at *4 (E.D. Mich. July 13, 2006). A proposed settlement falls within the “range 

of possible approval” under Rule 23(e) where there is a conceivable basis for presuming that the 

proposed settlement will meet the more rigorous standards applied for final approval. The standard 

Case 2:15-cv-11828-SFC-RSW ECF No. 21, PageID.143 Filed 08/10/18 Page 15 of 32
 

 6 

for final approval of a class action settlement is whether the proposed settlement is fair, reasonable 

and adequate. Fed. R. Civ. P. 23(e)(2); In re Delphi Corp. Sec., Deriv. & “ERISA” Litig., 248 

F.R.D. 483, 495-96 (E.D. Mich. 2008). That determination must await the final hearing where the 

fairness, reasonableness and adequacy of the settlement are assessed under the applicable final 

approval factors. See In re Linerboard Antitrust Litig., 292 F. Supp. 2d 631, 638 (E.D. Pa. 2003). 

In the “preliminary approval” step, the Court conducts a “limited inquiry” to determine 

“whether the proposed settlement has the ‘potential’ for final approval and to determine whether 

there is reason enough to notify class members and to proceed with a fairness hearing.” Packaged 

Ice, 2010 WL 3070161 at *4 (quoting Gautreaux v. Pierce, 690 F.2d 616, 621 n. 3 (7th Cir. 1982)). 

See also Berry v. Sch. Dist. of City of Benton Harbor, 184 F.R.D. 93, 97 (W.D. Mich. 1998) (“[T]he 

court first must determine whether the proposed settlement is potentially approvable”). The court 

“bases its preliminary approval of a proposed settlement upon its familiarity with the issues and 

evidence of the case as well as the arms-length nature of the negotiations prior to the settlement.” 

Telectronics, 137 F. Supp. 2d at 1026. 

B. The Proposed Settlements are Fair and Within the Range of Possible Final 

Approval. 

The settlements provide for cash payments by HIAMS and Mitsubishi Electric of 

$2,210,769 and $7,295,825, respectively. The settlement amounts constitute meaningful 

recoveries and reflect consideration of information gleaned from Settlement Class Counsel’s 

factual investigation and legal analysis. 

Another important aspect of the settlements is the substantial amount of meaningful 

cooperation that HIAMS and Mitsubishi Electric have agreed to provide. See, e.g., Automotive 

Parts, 2:12-cv-00103, Doc. No. 497, at 11 (“Of great importance in the Court’s assessment is the 

provision in the Settlements requiring discovery cooperation of certain Settling Defendants.”). 

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Cooperation is a “substantial benefit” to the class when settling with fewer than all defendants. 

Linerboard, 292 F. Supp. 2d at 643. The cooperation to be provided by the Settling Defendants 

under the Settlement Agreements provides just such a substantial benefit to the class. In re 

Packaged Ice Antitrust Litig., No. 08-MD–1952, 2011 WL 717519, at *10 (E.D. Mich. Feb. 22, 

2011); In re Pressure Sensitive Labelstock Antitrust Litig., 584 F. Supp. 2d 697, 702 (M.D. Pa. 

2008) (“the benefit of obtaining the cooperation of the Settling Defendants tends to offset the fact 

that they would be able to withstand a larger judgment.”). 

Settlements reached by experienced counsel that result from arm’s-length negotiations are 

entitled to deference from the court. Dick v. Sprint Commc’ns, 297 F.R.D. 283, 296 (W.D. Ky. 

2014) (“Giving substantial weight to the recommendations of experienced attorneys, who have 

engaged in arms-length settlement negotiations, is appropriate....”) (quoting In re Countrywide 

Fin. Corp. Customer Data Sec. Breach Litig., 2010 WL 3341200, at *4 (W.D. Ky. Aug. 23, 2010)); 

accord In re Southeastern Milk Antitrust Litig., 2013 WL 2155379, at *5 (E.D. Tenn. May 17, 

2013); In re Auto. Refinishing Paint Antitrust Litig., 617 F. Supp. 2d. 336, 341 (E.D. Pa. 2007). 

Because each of the proposed settlements was negotiated at arm’s-length by experienced 

counsel knowledgeable about the facts and the law and is within the range of possible approval, 

Plaintiff respectfully submits that the settlements merit preliminary approval. 

C. Consideration of the Final Approval Criteria Supports Preliminary Approval 

of the Proposed Settlements. 

As noted above, the Court is not required at the preliminary approval stage to determine 

whether it will grant final approval of the proposed settlements. Nevertheless, initial consideration 

of the final approval factors supports preliminary approval of the HIAMS and Mitsubishi Electric 

settlements. 

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Fed. R. Civ. P. 23(e)(2) provides that a court may approve a settlement that would bind 

class members only after a hearing and finding that the settlement is “fair, reasonable, and 

adequate.” Packaged Ice, 2011 WL 717519, at *8. Generally, in evaluating a proposed class 

settlement, the court does “not decide the merits of the case or resolve unsettled legal questions.” 

Carson v. Am. Brands, Inc., 450 U.S. 79, 88 n. 14 (1981). There are two reasons for this. First, 

the object of settlement is to avoid the determination of contested issues, so the approval process 

should not be converted into an abbreviated trial on the merits. Van Horn v. Trickey, 840 F.2d 

604, 607 (8th Cir. 1988). Second, “[b]eing a preferred means of dispute resolution, there is a 

strong presumption by courts in favor of settlement.” Telectronics, 137 F. Supp. 2d at 1008-09 

(citing Manual (Third) §30.42). This is particularly true in the case of class actions. Berry, 184 

F.R.D. at 97. 

Both the Sixth Circuit and courts in the Eastern District of Michigan “have recognized that 

the law favors the settlement of class action lawsuits.” See, e.g., Automotive Parts, 2:12-cv-00103, 

Doc. No. 497, at 11 (quoting Griffin v. Flagstar Bancorp, Inc., No. 2:10-cv-10610, 2013 WL 

6511860, at *2 (E.D. Mich. Dec. 12, 2013)). Accord Sims v. Pfizer, Inc., No. 1:10-CV-10743, 

2016 WL 772545, at *6 (E.D. Mich. Feb. 24, 2016). A court’s inquiry on final approval is whether 

the proposed settlement is “fair, adequate, and reasonable to those it affects and whether it is in 

the public interest.” Lessard v. City of Allen Park, 372 F. Supp. 2d 1007, 1009 (E.D. Mich. 2005) 

(citing Williams v. Vukovich, 720 F.2d 909, 921-23 (6th Cir. 1983)); Olden v. Gardner, 294 Fed. 

Appx. 210, 217 (6th Cir. 2008). This determination requires consideration of “whether the 

interests of the class as a whole are better served if the litigation is resolved by the settlement rather 

than pursued.” In re Cardizem CD Antitrust Litig., 218 F.R.D. 508, 522 (E.D. Mich. 2003); Sheick 

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v. Auto. Component Carrier LLC, No. 2:09-cv-14429, 2010 WL 4136958, at *14-15 (E.D. Mich. 

Oct. 18, 2010). 

Courts in the Sixth Circuit have identified related factors relevant in determining whether 

a settlement is fair, reasonable and adequate: (1) the likelihood of success on the merits weighed 

against the amount and form of the relief offered in the settlement; (2) the complexity, expense, 

and likely duration of further litigation; (3) the opinions of class counsel and class representatives; 

(4) the amount of discovery engaged in by the parties; (5) the reaction of absent class members; 

(6) the risk of fraud or collusion; and (7) the public interest. Packaged Ice, 2011 WL 717519, at 

*8. Accord Automotive Parts, 2:12-cv-00103, Doc. No. 497, at 10; UAW v. Gen. Motors Corp.,

497 F.3d 615, 631 (6th Cir. 2007); Griffin, 2013 WL 6511860, at *3; In re Polyurethane Foam 

Antitrust Litig., No. 1:10 MD 2196, 2015 WL 1639269, at *3 (N.D. Ohio Feb. 26, 2015), appeal 

dismissed (Dec. 4, 2015). An initial review of the factors supports preliminary approval of the 

HIAMS and Mitsubishi Electric settlements. 

1. The Likelihood of Plaintiffs’ Success on the Merits Weighed Against 

the Amount and Form of the Relief Offered in the Settlement Supports 

Approval. 

When considering the fairness of a class action settlement, the court should assess it “with 

regard to a ‘range of reasonableness,’ which ‘recognizes the uncertainties of law and fact in any 

particular case and the concomitant risks and costs inherent in taking any litigation to 

completion.’” Sheick, 2010 WL 4136958, *15 (quoting IUE-CWA v. General Motors Corp., 238 

F.R.D. 583, 594 (E.D. Mich. 2006)); Ford, 2006 WL 1984363, at *21; Ford v. Fed.-Mogul Corp., 

No. 2:09-CV-14448, 2015 WL 110340, at *6 (E.D. Mich. Jan. 7, 2015). 

Plaintiffs are optimistic about the likelihood of ultimate success in this matter, but success 

is not certain. As this Court has previously noted, success is not guaranteed even in those instances 

where a settling defendant has pleaded guilty in a criminal proceeding brought by the Department 

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of Justice. That is because the DOJ is not required to prove class-wide impact or damages, both 

of which require complex and expensive expert analyses, and the outcome of litigating those issues 

is uncertain. Automotive Parts, 2:12-cv-00103, Doc. No. 497, at 11. 

HIAMS Defendants and Mitsubishi Electric are each represented by highly experienced 

and competent counsel. HIAMS Defendants and Mitsubishi Electric undoubtedly would deny 

Plaintiffs’ allegations of liability and damages and assert a number of defenses, and Plaintiffs 

believe that they were prepared to defend this case through trial and appeal. Risk is inherent in 

any litigation, and this is particularly true with respect to class actions. So, while optimistic about 

the outcome of this litigation, Plaintiffs must acknowledge the risk that either or both of the Settling 

Defendants could prevail with respect to certain legal or factual issues, which could reduce or 

eliminate any potential recovery. 

These risks must be weighed against the settlement consideration: cash payments by 

HIAMS ($2,210,769) and Mitsubishi Electric ($7,295,825), together with cooperation by each of 

the Settling Defendants, which is valuable to the Settlement Class members as they continue to 

litigate against the remaining Defendants. See Automotive Parts, 2:12-cv-00103, Doc. No. 497, at 

12 (“cooperation strongly militates toward approval” of the settlements) (quoting Linerboard, 292 

F. Supp. 2d 643). 

Settlement Class Counsel believe that the settlements are an excellent result. Weighing the 

settlements’ benefits against the risks of continued litigation tilts the scale toward approval. See 

Griffin, 2013 WL 6511860, at *4; Packaged Ice, 2011 WL 717519, at *9. 

2. The Complexity, Expense, and Likely Duration of Continued Litigation 

Favor Approval. 

“Settlements should represent ‘a compromise which has been reached after the risks, 

expense and delay of further litigation have been assessed.’” Cardizem, 218 F.R.D. at 523 (quoting 

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Vukovich, 720 F.2d at 922). “[T]he prospect of a trial necessarily involves the risk that Plaintiffs 

would obtain little or no recovery.” Id. at 523. This is particularly true for class actions, which 

are “inherently complex.” Telectronics, 137 F. Supp. at 1013 (settlement avoids the costs, delays, 

and multitude of other problems associated with complex class actions). 

Plaintiffs are still litigating with the remaining Defendants, so it is not appropriate to 

discuss with any specificity Settlement Class Counsel’s analysis of the risks of litigation because 

of the chance that those Defendants would seek to use any such disclosures against Plaintiffs going 

forward. Settlement Class Counsel believe that at this point it is sufficient to state that complex 

antitrust litigation of this scope has certain inherent risks that the settlement at least partially 

negates. 

The proposed settlements eliminate the risks, expense and delay with respect to a recovery 

from HIAMS Defendants and Mitsubishi Electric, ensures substantial payments to the Settlement 

Class, and provide the Settlement Classes with cooperation that will be used to pursue the claims 

against the remaining Defendants. This factor also supports preliminary approval of the proposed 

settlements. 

3. The Judgment of Experienced Counsel Supports Approval. 

In deciding whether a proposed settlement warrants approval, “[t]he Court should also 

consider the judgment of counsel and the presence of good faith bargaining between the 

contending parties.” Delphi, 248 F.R.D. at 498. Counsel’s judgment “that settlement is in the best 

interests of the class ‘is entitled to significant weight, and supports the fairness of the class 

settlement.’” Packaged Ice, 2011 WL 717519, at *11 (quoting Sheick, 2010 WL 4136958, at *18); 

Fed.-Mogul Corp., 2015 WL 110340, at *9. “In the absence of evidence of collusion (there is 

none here) this Court ‘should defer to the judgment of experienced counsel who has competently 

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evaluated the strength of his proofs.’” Date v. Sony Electronics, Inc., No. 07-15474, 2013 WL 

3945981, at *9 (E.D. Mich. Jul. 31, 2013) (quoting Vukovich, 720 F.2d at 922–23). 

Settlement Class Counsel have extensive experience in handling class action antitrust and 

other complex litigation. They have represented the direct purchaser plaintiffs from the inception 

of the Automotive Parts Antitrust Litigation and negotiated these settlements at arm’s length with 

well-respected and experienced counsel for HIAMS Defendants and Mitsubishi Electric. 

Settlement Class Counsel believe that each of the proposed settlements is an excellent result. 

4. The Amount of Discovery Completed and the Character of the 

Evidence Uncovered Are Sufficient. 

Although there has been no formal discovery in this action, information about the 

Alternators conspiracy was obtained from Defendants and through Settlement Class Counsel’s 

investigation.6 The information from these sources and Settlement Class Counsel’s factual and 

legal analysis allowed Settlement Class Counsel to evaluate not only the strengths and weaknesses 

of the legal case, but also the potential value of the promised cooperation by HIAMS and 

Mitsubishi Electric. Based on this information, Settlement Class Counsel believe that the proposed 

settlements with HIAMS and Mitsubishi Electric are fair, reasonable, and in the best interests of 

the Settlement Classes, and their opinion supports both preliminary (and final) approval of the 

settlements. 

 6

 Although the amount of discovery completed is a factor to be considered in the settlement 

approval process, there is no baseline amount of discovery required to satisfy this factor. Packaged 

Ice, 2010 WL 3070161, at *5-6. The “question is whether the parties had adequate information 

about their claims.” Griffin, 2013 WL 6511860, at *4 (quoting In re Global Crossing Sec. & 

ERISA Litig., 225 F.R.D. 436, 458 (S.D.N.Y.2004)). Accord In re Packaged Ice Antitrust Litig., 

No. 08-MD-01952, 2011 WL 6209188, at *13 (E.D. Mich. Dec. 13, 2011) (absence of formal 

discovery not an obstacle to settlement approval). 

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5. The Reaction of Class Members. 

Presently, the Court cannot assess this factor. Even if there were to be objections, their 

“existence... does not mean that the settlement is unfair.” Telectronics, 137 F. Supp. 2d at 1018. 

A “scarcity of objections – relative to the number of class members overall – indicates broad 

support for the settlement among Class Members.” Sheick, 2010 WL 4136958 at *22; accord In 

re Cardizem, 218 F.R.D. at 527. Settlement Class Counsel will file with the Court a report on 

objections or opt-outs, if any, after the applicable deadlines, and prior to the final fairness hearing. 

6. The Settlement Agreements are the Product of Arm’s-Length 

Negotiations. 

There is a presumption that settlement negotiations were conducted in good faith and that 

the resulting agreement was reached without collusion. Griffin, 2013 WL 6511860, at *3; 

Packaged Ice, 2011 WL 717519, at *12; Ford, 2006 WL 1984363, at *26; Sheick, 2010 WL 

4136958, at *19-20. Settlement Class Counsel have extensive experience in handling class action 

antitrust cases and other complex litigation, and they negotiated at all times at arm’s length with 

counsel for each of the Settling Defendants. Consideration of this factor fully supports preliminary 

approval of the HIAMS and Mitsubishi Electric settlements as well. 

7. The Settlements are Consistent with the Public Interest. 

 “[T]here is a strong public interest in encouraging settlement of complex litigation and 

class action suits because they are ‘notoriously difficult and unpredictable’ and settlement 

conserves judicial resources.” Cardizem, 218 F.R.D. at 530 (quoting Granada Invs. Inc. v. DWG 

Corp., 962 F.2d 1203, 1205 (6th Cir. 1992). Accord Griffin, 2013 WL 6511860, at *5; Packaged 

Ice, 2011 WL 717519, at *12. Plaintiffs submit that there is no countervailing public interest that 

provides a reason to disapprove the proposed settlement. Griffin, 2013 WL 6511860, at *5. This 

factor also supports approval. 

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V. PROVISIONAL CERTIFICATION OF THE PROPOSED DIRECT PURCHASER 

 SETTLEMENT CLASSES IS WARRANTED 

It is well established that a class may be certified for purposes of settlement. See, e.g., 

Amchem Prods., Inc. v. Windsor, 521 U.S. 591 (1997); Automotive Parts, 2:12-cv-00103, Doc. 

No. 497, at 24. At this juncture, Plaintiff is only seeking provisional certification of the HIAMS 

Defendants Settlement Class and the Mitsubishi Electric Settlement Class in order to send notice 

to Settlement Class members. Plaintiffs will later seek final approval of the Classes for purposes 

of the settlements. See Ford, 2006 WL 1984363, at *3, *18; Cardizem, 218 F.R.D. at 516-17. As 

with preliminary approval of the settlement, Plaintiff will address the factors for final certification 

here. See Thacker v. Chesapeake Appalachia, LLC, 259 F.R.D. 262, 266-70 (E.D. Ky. 2009).7 

As demonstrated below, the Settlement Classes meet all of the requirements of Rule 23(a) 

as well as the requirements of Rule 23(b)(3) for settlement purposes. 

A. The Proposed Settlement Classes Satisfy Rule 23(a). 

Certification of a class requires meeting the requirements of Fed. R. Civ. P. 23(a) and one 

of the subsections of Rule 23(b). In re Whirlpool Corp. Front-Loading Washer Prods. Liab. Litig., 

722 F.3d 838, 850-51 (6th Cir. 2013); Griffin, 2013 WL 6511860, at *5; Ford, 2006 WL 1984363, 

at *19 (citing Sprague v. General Motors Corp., 133 F.3d 388, 397 (6th Cir. 1998)). Certification 

is appropriate under Rule 23(a) if: (1) the class is so numerous that joinder of all members is 

impracticable; (2) there are questions of law and fact common to the class; (3) the claims or 

defenses of the representative parties are typical of the claims or defenses of the class; and (4) the 

 7

 Paragraph 10 of the proposed HIAMS Preliminary Approval Order and Paragraph 9 of 

the proposed Mitsubishi Electric Preliminary Approval Order provide that provisional certification 

of the Settlement Class will be without prejudice to the rights of any Defendant to contest 

certification of any other class proposed in these coordinated actions. See Packaged Ice, 2011 WL 

717519, at *7. 

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representative parties will fairly and adequately protect the interests of the class. Griffin, 2013 WL 

6511860, at *5; Date, 2013 WL 3945981, at *3. 

1. The Proposed Settlement Classes are Sufficiently Numerous. 

Class certification under Rule 23(a)(1) is appropriate where a class contains so many 

members that joinder of all would be “impracticable.” Fed. R. Civ. P. 23(a)(1). There is no strict 

numerical test to satisfy the numerosity requirement, and the most important factor is whether 

joinder of all the parties would be impracticable for any reason. Whirlpool, 722 F.3d at 852 (noting 

that “substantial” number of class members satisfies numerosity). See also Davidson v. Henkel 

Corp., 302 F.R.D. 427, 441 (E.D. Mich. 2014) (noting it is generally accepted that class of 40 or 

members is sufficient to satisfy the numerosity requirement). Moreover, numerosity is not 

determined solely by the size of the class, but also by the geographic location of class members. 

Marsden v. Select Medical Corp., 246 F.R.D. 480, 484 (E.D. Pa. 2007). 

Here, Settlement Class Counsel believe that there are hundreds of direct purchasers of 

Alternators, geographically dispersed throughout the United States. Thus, joinder of all Settlement 

Class members would be impracticable, satisfying Rule 23(a)(1). 

2. There are Common Questions of Law and Fact. 

Fed. R. Civ. P. 23(a)(2) requires that a proposed class action involve “questions of law or 

fact common to the class.” “We start from the premise that there need be only one common 

question to certify a class,” Whirlpool, 722 F.3d at 853, and “the resolution of [that common issue] 

will advance the litigation.” Sprague, 133 F.3d at 397. Accord Barry v. Corrigan, 79 F. Supp. 3d 

712, 731 (E.D. Mich. 2015); Exclusively Cats Veterinary Hosp. v. Anesthetic Vaporizer Servs., 

Inc., No. 10-cv-10620, 2010 WL 5439737, at * 3 (E.D. Mich. Dec. 27, 2010) (“[T]here need be 

only a single issue common to all members of the class”) (citing In re Am. Med. Sys., Inc., 75 F.3d 

1069, 1080 (6th Cir. 1996)). 

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It has long been the case that “allegations concerning the existence, scope and efficacy of 

an alleged conspiracy present questions adequately common to class members to satisfy the 

commonality requirement.” In re Flat Glass Antitrust Litig., 191 F.R.D 472, 478 (W.D. Pa. 1999) 

(citing 4 NEWBERG ON CLASS ACTIONS, § 18.05-15 (3d ed. 1992)). Here, whether Defendants 

entered into an agreement to artificially fix prices of Alternators is a factual question common to 

all members of the Settlement Classes because it is an essential element of proving an antitrust 

violation. See, e.g., Automotive Parts, 2:12-cv-00103, Doc. No. 497, at 25. Common legal 

questions include whether, if such an agreement was reached, Defendants violated the antitrust 

laws and the impact on Class members. Packaged Ice, 2011 WL 717519, at *6 (holding 

commonality satisfied by questions concerning “whether Defendants conspired to allocate 

territories and customers and whether their unlawful conduct caused Packaged Ice prices to be 

higher than they would have been absent such illegal behavior and whether the conduct caused 

injury to the Class Members”). “Indeed, consideration of the conspiracy issue would, of necessity 

focus on defendants’ conduct, not the individual conduct of the putative class members.” Flat 

Glass, 191 F.R.D. at 484. Because there are common legal and factual questions related to 

potential liability, the commonality requirement of Rule 23(a)(2) is met. 

3. Plaintiff’s Claims are Typical of Those of the Settlement Classes. 

Rule 23(a)(3) requires that “the claims or defenses of the representative parties [be] typical 

of the claims or defenses of the class.” Fed. R. Civ. P. 23(a)(3). “If there is a strong similarity of 

legal theories, the requirement [of typicality] is met, even if there are factual distinctions among 

named and absent class members.” Griffin, 2013 WL 6511860, at *6 (quoting Ford Motor, 2006 

WL 1984363, at *19); Date, 2013 WL 3945981, at *3. 

“Typicality is met if the class members’ claims are ‘fairly encompassed by the named 

plaintiffs' claims.’” Whirlpool, 722 F.3d at 852 (quoting Sprague, 133 F.3d at 399). Here, 

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Plaintiffs’ claims arise from the same course of conduct as the claims of the other members of the 

Proposed Settlement Classes, namely, the Defendants’ alleged violations of the antitrust laws. 

Plaintiffs and the Settlement Classes are proceeding on the same legal claim and same alleged 

violation of Section 1 of the Sherman Antitrust Act. See UAW, 497 F. 3d at 625; Barry, 2015 WL 

136238, at *13. Accordingly, the Rule 23(a)(3) typicality requirement is satisfied. 

4. Plaintiff Will Fairly and Adequately Protect the Interests of the 

Settlement Classes. 

Rule 23(a)(4) requires that the class representative fairly and adequately protect the 

interests of the class. “There are two criteria for determining adequacy of representation: (1) the 

proposed class representative must have common interests with the other class members; and (2) 

it must appear that the class representative will vigorously prosecute the interests of the class 

through qualified counsel.” Sheick v. Automotive Component Carrier LLC, No. 09–14429, 2010 

WL 3070130, at *3 (E.D. Mich. Aug. 02, 2010) (quoting Senter v. Gen. Motors Corp., 532 F.2d 

511, 524-25 (6th Cir. 1976)). 

These requirements are met here. The interests of the proposed representatives of the 

Proposed Settlement Classes, Plaintiffs Irving Levine Automotive Distributors, Inc. and All 

European Auto Supply, Inc., are the same as those of other Settlement Class members. Plaintiffs 

are direct purchasers of Alternators from a Defendant in the United States. Plaintiffs and the other 

Settlement Class members claim that they were injured as a result of the alleged conspiracy and 

seek to prove that Defendants violated the antitrust laws. Plaintiffs’ interests are thus aligned with 

those of the Settlement Classes. 

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Moreover, Plaintiffs have retained qualified and experienced counsel to pursue this action.8

 

Settlement Class Counsel vigorously represented Plaintiffs and the Settlement Classes in the 

settlement negotiations with each of the Settling Defendants and have vigorously prosecuted this 

action. Adequate representation under Rule 23(a)(4) is therefore satisfied. 

B. Plaintiffs’ Claims Satisfy the Prerequisites of Rule 23(b)(3) for Settlement 

Purposes. 

In addition to satisfying Rule 23(a), Plaintiffs must show that the putative class falls under 

at least one of the three subsections of Rule 23(b). Here, each of the Proposed Settlement Classes 

qualifies under Rule 23(b)(3), which authorizes class certification if [1] “questions of law or fact 

common to the members of the class predominate over any questions affecting only individual 

members, and... [2] a class action is superior to other available methods for the fair and efficient 

adjudication of the controversy.” In re Scrap Metal Antitrust Litig., 527 F.3d 517, 535 (6th Cir. 

2008); Hoving v. Lawyers Title Ins. Co., 256 F.R.D. 555, 566 (E.D. Mich. 2009). 

1. Common Legal and Factual Questions Predominate. 

The Rule 23(b)(3) requirement that common issues predominate insures that a proposed 

class is “sufficiently cohesive to warrant certification.” Amchem, 521 U.S. at 623. The 

predominance requirement is met where “the issues in the class action that are subject to 

generalized proof, and thus applicable to the class as a whole, . . . predominate over those issues 

 8

 Rule 23(g) requires the court to examine the capabilities and resources of class counsel 

to determine whether they will provide adequate representation to the class. The Court previously 

appointed Freed Kanner London & Millen LLC; Kohn, Swift & Graf, P.C.; Preti, Flaherty, 

Beliveau & Pachios LLP; and Spector Roseman & Kodroff, P.C. as Interim Co-Lead Counsel in 

this case and all other Automotive Parts Antitrust Litigation direct purchaser cases. They submit 

that, for the same reasons that the Court appointed them to that position, their appointment as 

Settlement Class Counsel is appropriate. 

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that are subject only to individualized proof.” Beattie v. CenturyTel, Inc., 511 F.3d 554, 564 (6th 

Cir. 2007) (citation omitted). 

Courts have repeatedly recognized that horizontal price-fixing cases are particularly wellsuited for class certification because proof of the conspiracy is a common, predominating question. 

See, e.g., Automotive Parts, 2:12-cv-00103, Doc. No. 497, at 27; Scrap Metal, 527 F.3d at 535; 

Packaged Ice, 2011 WL 717519, at 6; In re Southeastern Milk Antitrust Litig., No. 2:07-CV-208, 

2010 WL 3521747, at *5, 9-11 (E.D. Tenn. Sept. 7, 2010). Affirming class certification in Scrap 

Metal, the Sixth Circuit observed that the “district court found that the ‘allegations of price-fixing 

and market allocation...will not vary among class members’.... Accordingly, the court found that 

the ‘fact of damages’ was a question common to the class even if the amount of damages sustained 

by each individual class member varied.” 527 F.3d at 535 (emphasis in original). 

In this case the same core set of operative facts and theory of liability apply across the 

Proposed Settlement Classes. As discussed above, whether Defendants entered into an illegal 

agreement to artificially fix prices of Alternators is a question common to all Settlement Class 

members because it is an essential element of proving an antitrust violation. Common questions 

also include whether, if such an agreement was reached, Defendants violated the antitrust laws, 

and whether Defendants’ acts caused anticompetitive effects. See, e.g., Packaged Ice, 2011 WL 

717519, at *6. If Plaintiffs and the other members of the Proposed Settlement Classes were to 

bring their own individual actions, they would each be required to prove the same wrongdoing by 

Defendants in order to establish liability. Therefore, common proof of Defendants’ violations of 

antitrust law will predominate. 

2. A Class Action is Superior to Other Methods of Adjudication. 

Rule 23(b)(3) lists factors to be considered in determining the superiority of proceeding as 

a class action compared to individual methods of adjudication: (1) the interests of the members of 

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the class in individually controlling the prosecution of separate actions; (2) the extent and nature 

of other pending litigation about the controversy by members of the class; (3) the desirability of 

concentrating the litigation in a particular forum; and (4) the difficulties likely to be encountered 

in management of the class action. Fed. R. Civ. P. 23(b)(3). 

All Alternators litigation has been centralized in this Court. If a Settlement Class member 

wants to control its own litigation, it can request exclusion from either or both of the Settlement 

Classes. Thus, consideration of factors (1) - (3) demonstrates the superiority of a class action. 

With respect to factor (4), in Amchem, 521 U.S. at 620, the Court explained that when a 

court is asked to certify a settlement-only class it need not consider the difficulties in managing a 

trial of the case because the settlement will end the litigation without a trial. See Cardizem, 218 

F.R.D. at 517.

In addition, even though the Proposed Settlement Classes are not composed of small retail 

purchasers, “[g]iven the complexities of antitrust litigation, it is not obvious that all members of 

the class could economically bring suits on their own.” In re Cardizem CD Antitrust Litig, 200 

F.R.D. 297, 325 (E.D. Mich. 2007) (quoting Paper Systems Inc. v. Mitsubishi Corp., 193 F.R.D. 

601, 605 (E.D. Wisc. 2000)). Moreover, by proceeding as a class action, both judicial and private 

resources will be more efficiently utilized to resolve the predominating common issues, which will 

bring about a single outcome that is binding on all members of the Settlement Class. E.g., 

Cardizem, 200 F.R.D. at 351 (“The economies of time, effort and expense will be achieved by 

certifying a class in this action because the same illegal anticompetitive conduct by Defendants 

gives rise to each class member’s economic injury.”). The alternatives to a class action are a 

multiplicity of separate lawsuits with possibly contradictory results for some plaintiffs, In re 

Flonase Antitrust Litig., 284 F.R.D. 207, 234 (E.D. Pa. 2012), or no recourse for many class 

Case 2:15-cv-11828-SFC-RSW ECF No. 21, PageID.158 Filed 08/10/18 Page 30 of 32
 

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members for whom the cost of pursuing individual litigation would be prohibitive. In re NASDAQ 

Market-Makers Antitrust Litig., 169 F.R.D. 493, 527 (S.D.N.Y 1996). Thus, class litigation is 

superior to the alternatives in this case. 

VI. CONCLUSION 

For the foregoing reasons, Plaintiffs respectfully request that the Court grant preliminary 

approval of the HIAMS and Mitsubishi Electric settlements, and provisionally certify the HIAMS 

Defendants Settlement Class and the Mitsubishi Electric Settlement Class. 

DATED: August 10, 2018 Respectfully submitted, 

Steven A. Kanner 

William H. London 

Michael E. Moskovitz 

FREED KANNER LONDON 

 & MILLEN LLC 

2201 Waukegan Road, Suite 130 

Bannockburn, IL 60015 

Telephone: (224) 632-4500

 

 /s/David H. Fink 

David H. Fink (P28235) 

Darryl Bressack (P67820) 

FINK + ASSOCIATES LAW 

38500 Woodward Ave; Suite 350 

Bloomfield Hills, MI 48304 

Telephone: (248) 971-2500 

Interim Liaison Counsel for the DPPs 

Joseph C. Kohn 

William E. Hoese 

Douglas A. Abrahams 

KOHN, SWIFT & GRAF, P.C. 

1600 Market Street, Suite 2500 

Philadelphia, PA 19103 

Telephone: (215) 238-1700

Gregory P. Hansel 

Randall B. Weill 

Michael S. Smith 

PRETI, FLAHERTY, BELIVEAU 

 & PACHIOS LLP 

One City Center, P.O. Box 9546 

Portland, ME 04112-9546 

Telephone: (207) 791-3000 

Eugene A. Spector 

William G. Caldes 

Jonathan M. Jagher 

Jeffrey L. Spector 

SPECTOR ROSEMAN & KODROFF, P.C. 

1818 Market Street, Suite 2500 

Philadelphia, PA 19103 

Telephone: (215) 496-0300 

Interim Co-Lead Counsel for the Direct Purchaser Plaintiffs

Case 2:15-cv-11828-SFC-RSW ECF No. 21, PageID.159 Filed 08/10/18 Page 31 of 32
 

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CERTIFICATE OF SERVICE 

I hereby certify that on August 10, 2018, I electronically filed the foregoing paper with 

the Clerk of the court using the ECF system which will send notification of such filing to all 

counsel of record registered for electronic filing. 

FINK + ASSOCIATES LAW 

By: /s/Nathan J. Fink 

David H. Fink (P28235) 

Darryl Bressack (P67820) 

Nathan J. Fink (P75185) 

38500 Woodward Ave; Suite 350 

Bloomfield Hills, MI 48304 

Telephone: (248) 971-2500 

nfink@finkandassociateslaw.com 

Case 2:15-cv-11828-SFC-RSW ECF No. 21, PageID.160 Filed 08/10/18 Page 32 of 32