2947795.2 

UNITED STATES DISTRICT COURT 

DISTRICT OF NEW HAMPSHIRE 

CASE NO.: 1:06-cv-286-JD

JAMES SCOTT; SUE SCOTT; STEPHEN ) 

ST. LOUIS; and ELLEN ST. LOUIS; for 

themselves and all others similarly situated; 

) 

) 

 ) 

 Plaintiffs; ) 

 ) 

 v. ) 

 ) 

FIRST AMERICAN TITLE INSURANCE ) 

COMPANY; ) 

UPDATED AND CLARIFIED JOINT 

MOTION FOR PRELIMINARY 

APPROVAL OF CLASS ACTION 

SETTLEMENT AGREEMENT AND 

STIPULATION

 ) 

 Defendant. ) 

Plaintiffs, James and Sue Scott and Stephen and Ellen St. Louis (“Plaintiffs”), and 

Defendant, First American Title Insurance Company (“First American”), pursuant to 

Fed.R.Civ.P. 23(e)(2), jointly move for preliminary approval of a Class Action 

Settlement Agreement and Stipulation (the “Stipulation”) in this case. In support of the 

joint motion, the parties state as follows: 

1. Plaintiffs commenced this putative class action lawsuit against First American 

in state court on July 1, 2006. On August 1, First American removed the case to this 

Court. After removal, Plaintiffs filed two amended complaints which added Stephen and 

Ellen St. Louis as named plaintiffs and asserted three causes of action against First 

American: breach of contract, breach of the implied duty of good faith and fair dealing, 

and unjust enrichment. First American moved to dismiss Plaintiffs’ second amended 

complaint, and this court granted that motion, in part, and gave Plaintiffs leave to file a 

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third amended complaint. Plaintiffs filed a third amended complaint asserting claims for 

unjust enrichment and breach of the implied covenant of good faith and fair dealing. The 

third amended complaint is currently pending before this Court. 

2. On July 31, 2007, Plaintiffs and First American agreed to a classwide 

settlement of the claims of Plaintiffs and of the putative class. Because the settlement 

includes the class claims, it requires this Court’s approval pursuant to 

Fed. R. Civ. P. 23(e). 

3. All parties now jointly move the Court to give its preliminary approval of the 

settlement and the proposed class for the purpose of allowing notice to be issued to the 

members of the class, reserving to a Final Approval Hearing to be set by the Court the 

final decision as to the fairness and adequacy of the settlement, the amount of any 

attorneys’ fees to be awarded to class counsel, and any additional awards to the 

representative Plaintiffs. 

4. In support of their motion, the parties submit the following materials: 

 Exhibit 1 — Plaintiffs’ Memorandum in Support of Updated and Clarified Joint 

Motion for Preliminary Approval of Class Action Settlement Agreement and Stipulation, 

which consolidates all of the briefing in support of the three prior motions for preliminary 

approval of the settlement. This memorandum is filed by the Plaintiffs because First 

American, while fully supporting the settlement, cannot concur in all of Plaintiffs’ 

assertions about the title insurance industry, the merits of the claims, or the certifiability 

of the class absent a settlement. Plaintiffs’ memorandum in turn attaches as exhibits 

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(A) First American’s new rate filing, (B) Plaintiffs’ counsel’s Work History, and (C) the 

Declaration of Edward K. O’Brien in Support of Settlement and Appointment of Class 

Counsel. 

 Exhibit 2 — The [Proposed] Order Granting Preliminary Approval of Class Action 

Stipulation of Settlement, (Exhibit E to the Stipulation of Settlement) with certain dates 

updated, which is the order that the parties request that the Court enter to grant this joint 

motion for preliminary approval. 

 Exhibit 3 — The executed Settlement Agreement and Stipulation among the parties 

dated July 31, 2007. 

 Exhibit 4 — The First Amendment to Stipulation of Settlement dated September 7, 

2007. 

 Exhibit 5 — The Second Amendment to Stipulation of Settlement dated April 24, 

2008. 

 Exhibit 6 — The Third Amendment to Stipulation of Settlement dated June 3, 2008. 

 Exhibit 7 — A Conformed Copy of Stipulation of Settlement (including, 1st, 2d, 

and 3d Amendments), which shows the text of the settlement agreement as it is amended 

by the three amendments, the only changes being in Sections V.A. 9, V.B. 2, and V.B. 6. 

 Exhibit 8 — The proposed Claim Form (Exhibit A to the Stipulation of Settlement) 

with the dates updated in light of the passage of time since the parties settled. 

 Exhibit 9 — The proposed Exclusion Form (Exhibit B to the Stipulation of 

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Settlement) similarly updated. 

 Exhibit 10 — The proposed Notice of Pendency of Class Action, Proposed 

Settlement and Final Hearing (Exhibit C to the Stipulation of Settlement) with the dates 

updated and the class period closed as of December 31, 2007, consistent with the Second 

Amendment to Stipulation of Settlement. 

 Exhibit 11 — The Release by Named Plaintiffs (Exhibit D to Stipulation of 

Settlement). 

 Exhibit 12 — The [Proposed] Final Order and Judgment (Exhibit F to the 

Stipulation of Settlement) with certain dates updated. 

 Exhibit 13 — The Summary Notice of Class Action, Proposed Settlement and Final 

Hearing (Exhibit G to Stipulation of Settlement) with dates updated and the class period 

closed as of December 31, 2007. 

 Exhibit 14 — Declaration of Carol Willoughby, dated January 14, 2008, in support 

of settlement. 

 Exhibit 15 — Declaration of Peter Caruso II, dated December 21, 2007, in support 

of settlement. 

 Exhibit 16 — Declaration of Richard A. Diamond, dated January 14, 2008, in 

support of settlement. 

5. Accordingly, the parties jointly renew their request that this Court: 

a. preliminarily approve the proposed Stipulation and all exhibits filed 

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therewith; 

b. enter the Proposed Order Granting Preliminary Approval of Class Action 

Settlement in the form submitted as Exhibit 2 to this motion which 

includes, among other things: (i) conditionally certifying the class for 

settlement purposes only; (ii) conditionally appointing Plaintiffs as class 

representatives authorized to act on behalf of the class; (iii) conditionally 

appointing the O’Brien Law Firm, PC, as counsel for the class as required 

pursuant to Fed.R.Civ.P. 23(g); and (iv) approving the appointment of the 

O’Brien Law Firm, PC to attend to publication of the Summary notice, 

mailings to potential class members, and administration of the settlement. 

c. authorize notice to issue to class members informing them of the settlement 

in the respective forms attached as Exhibits A, B, C and G to the 

Stipulation (as updated by this motion) and pursuant to the terms of the 

Stipulation; 

d. schedule a date and time for a final hearing to determine whether to 

approve the settlement as fair and reasonable; 

e. grant such other and further relief as this Court may deem just and 

reasonable. 

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Respectfully submitted, 

CERTIFICATE OF SERVICE

 This is to certify that on September 25, 2008, the foregoing document was electronically 

filed with the Clerk of Court using the CM/ECF system, which will automatically send e-mail 

notification of such filing to all attorneys of record. 

 /s/ Douglas W. King 

James SCOTT, Sue SCOTT, Stephen 

ST. LOUIS, and Ellen ST. LOUIS; for 

themselves and on behalf of the putative 

class members 

By their attorneys, 

 /s/ Edward K. O‘Brien 

Edward K. O'Brien 

O’Brien Law Firm, PC 

One Sundial Avenue, 5th Floor 

Manchester, NH 03103 

(603) 668-0600 

 FIRST AMERICAN TITLE 

INSURANCE COMPANY 

By its attorneys, 

 /s/ Douglas W. King 

Charles A. Newman 

Douglas W. King 

Elizabeth T. Ferrick 

Bryan Cave LLP 

One Metropolitan Square 

211 North Broadway, Suite 3600 

St. Louis, MO 63102-2730 

(314) 259-2329 

Wilbur A. Glahn, III 

McLane, Graf, Raulerson & Middleton, P.A.

900 Elm Street, P.O. Box 326 

Manchester, New Hampshire 03105-0326 

(603) 625.6464 

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