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Not for Publication

UNITED STATES DISTRICT COURT

DISTRICT OF NEW JERSEY

:

MATTIE HALLEY, SHEM ONDITI, :

LETICIA MALAVÉ, and SERGIO :

de la CRUZ, :

:

On Behalf of Themselves and All :

Others Similarly Situated, :

: Civil Action No. 10-3345 (ES) (JAD)

Plaintiffs, :

: OPINION

v. :

:

HONEYWELL INTERNATIONAL, :

INC. and PPG INDUSTRIES, INC., :

: 

Defendants. :

:

SALAS, DISTRICT JUDGE

This case involves the alleged environmental contamination of certain properties in 

Jersey City, New Jersey. Pending before the Court are two motions: (1) a joint motion for final 

approval of a settlement between two of three classes of Plaintiffs and one of two Defendants, 

Honeywell International Inc., (D.E. No. 415); and (2) Settlement Class Counsel’s motion seeking 

an award of reasonable costs, attorneys’ fees, and incentive awards, (D.E. No. 397). The Court 

has received objections from individuals associated with three of the 3,497 identified properties. 

(D.E. Nos. 398, 406, 410 & 417). 

On September 24, 2015, the Court held a Fairness Hearing. After the Hearing, the Court 

requested—and the parties submitted—certain supplemental submissions in connection with the 

pending motions. (See D.E. Nos. 428, 430-36). 

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For the reasons in this Opinion, the Court certifies the two classes for purposes of 

settlement, grants final approval of the proposed settlement, and awards costs, attorneys’ fees, 

and incentive awards. 

I. FACTUAL & PROCEDURAL BACKGROUND

Plaintiffs allege that Honeywell International Inc. (“Honeywell”) and PPG Industries, 

Inc. (“PPG”) (collectively, “Defendants”) are responsible for the “wrongful emission, release, 

discharge, handling, storage, transportation, processing, and disposal of their toxic and hazardous 

manufacturing by-product Chromium Ore Processing Residue (‘COPR’) in Jersey City, New 

Jersey” and/or failed to “identify, remove and/or properly remediate hexavalent chromium, 

COPR and related chromium contamination produced and created at their respective 

manufacturing facilities.” (D.E. No. 391 (“6th Am. Compl.”) ¶ 1). 

In particular, Plaintiffs allege that Defendants “created and dumped over one million tons 

of waste materials, including COPR, which contains hexavalent chromium and other toxic 

metals”—and that, in turn, these “hazardous waste materials released airborne matter that 

scattered so that persons and properties in Jersey City were, and, continue to be exposed to 

hazardous materials.” (Id. ¶¶ 2, 3). The alleged “waste materials have been and continue to be a 

source of hazardous substance emissions onto, within and surrounding properties and persons in 

Jersey City.” (Id. ¶ 4). Allegedly, “[l]arge amounts of hexavalent chromium, COPR and related 

chromium contamination remain today in Jersey City.” (Id. ¶ 7). 

So, the properties have allegedly been impacted by the COPR and related chemical 

contaminants. (D.E. No. 415-3 at 1-2). In particular, Plaintiffs allege that COPR “migrated” 

from the following two Jersey City manufacturing facilities: (1) a facility on Route 440 that was 

operated by the Mutual Chemical Company (“Mutual”) from 1895 to 1954 (for which 

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Honeywell is the corporate successor); and (2) a facility located on 880 Garfield Avenue that 

was operated by the Natural Products Refining Company and Pittsburgh Plate and Glass 

Company from 1924 to 1963 (PPG is the corporate successor). (Id. at 2). Defendants were 

allegedly the “only generators of COPR within Jersey City, New Jersey.” (6th Am. Compl. ¶ 

20).

Plaintiffs “own or owned properties in Jersey City, New Jersey” and are grouped in three 

classes—Classes A, B & C—depending on where the property is located. (See id. ¶¶ 11-15, 73). 

Thus, there are three classes of property-owners: Class A (plaintiff Shem Onditi is the class 

representative), Class B (plaintiffs Leticia Malavé and Mattie Halley are the class 

representatives), and Class C (plaintiff Sergio de la Cruz1 is the class representative). The 

pending joint motion for final approval of class action settlement concerns—with limited 

exception—Classes A and C. (D.E. No. 415-1 (“Parties’ Joint Motion”) at 2-3, 5-6). 

Briefly, Class A covers an area near the former Mutual facility (the “Mutual plant”) and 

near certain properties on which COPR was disposed of—the latter of which is referred to by the 

parties as the “Mutual Sites.” (Id. at 2, 6).2 Class C covers a residential development known as 

 1 In April 2015, Sergio de la Cruz unexpectedly died. On September 2, 2015, the Superior Court of N.J. (Chancery 

Division-Hudson County, Probate Part) appointed Gilbert de la Cruz (Sergio’s brother) as a Temporary 

Administrator for the Estate of Sergio de la Cruz. In that capacity, the Superior Court ordered that Gilbert de la 

Cruz have the power to execute “any and all documents, pleadings and settlement agreements in connection with the 

matter of Halley, et al. v. Honeywell International, Inc. et al., 2:10-cv-3345 (ES)(JAD).” (D.E. No. 416-2 at 4). 

Magistrate Judge Dickson granted Plaintiffs’ motion—which was made on consent—to substitute the Temporary 

Administrator of the Estate of Sergio de la Cruz as a Plaintiff under FRCP 25(a)(1). (D.E. No. 418). 

2 More specifically, Class A is defined as those persons—excluding any governmental agencies or governmental 

actors—who “owned or own real property identified as Class 2 Residential Property (1-4 Family)” that is “generally 

bounded by Kellogg Street between the Hackensack River and Society Hill Drive North; Society Hill Drive North 

between Kellogg Street and Danforth Avenue; Danforth Avenue between Society Hill Drive North and John F. 

Kennedy Boulevard West; John F. Kennedy Boulevard West between Danforth Avenue and Claremont Avenue; 

Claremont Avenue between Route 440 and John F. Kennedy Boulevard West; Route 440 between Claremont 

Avenue and Culver Avenue; and from the intersection of Culver Avenue and Route 440 continuing Northwest to the 

Hackensack River”—and this class “includes properties located on both sides of the boundary streets contained in 

the class definition.” (D.E. No. 415-3 at 7-8). 

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Society Hill, located to the West of Class A. (Id. at 6).3 The class ownership period for Classes 

A and C is “May 17, 2010 up to and including October 1, 2014.” (D.E. No. 415-3 at 6). 

The class representatives allege the following five causes of action on behalf of 

themselves and the three classes of property owners: Private Nuisance (6th Am. Compl., Count I 

at 22); Strict Liability (6th Am. Compl., Count II at 26); Trespass (6th Am. Compl., Count III at 

30); Negligence (6th Am. Compl., Count IV at 33); and Civil Conspiracy (6th Am. Compl., 

Count V at 36). The relief sought includes: (1) “a judgment in favor of Plaintiffs Onditi and de 

la Cruz and the Members of Classes A and C against Honeywell for loss of property value, and 

for all other relief, in an amount to be proven at trial, as to which they may be entitled, including 

interest, expert fees and costs of this suit”; and (2) “an injunction requiring Honeywell to 

promptly and completely remove all hexavalent chromium, COPR and related contaminants 

from the properties of Onditi and de la Cruz, the properties of the Members of Classes A and C, 

and from Disposal Area A.” (6th Am. Compl. at 40 ¶¶ B & D). 

Notably, however, there are no personal or bodily injury causes of action in the operative 

complaint. (See generally 6th Am. Compl.). And Plaintiffs have withdrawn medical monitoring 

claims relating to hexavalent chromium exposure. (See, e.g., D.E. No. 1-1, Original Complaint,

¶ 60 (“Plaintiffs and the members of the classes seek redress and damages for: economic losses, 

such loss of property value; costs of medical monitoring, punitive damages and other damages as 

the result of the carelessness, recklessness, negligence and willful and want violation of law by 

the Defendants.”) (emphasis added)).

 3 More specifically, Class C is defined as those persons—excluding any governmental agencies or governmental 

actors—who “owned or own residential real property identified as Class 2 Residential Property (1-4 Family)” that is 

“generally comprised of the residential development known as ‘Society Hill,’ which includes the area known as 

‘Droyers Point’ within that community, and is generally bounded by Lee Court, Willow Street and Cottonwood 

Street to the West, Cherry Street to the South, Society Hill Drive North and Kellogg Street to the Easy and Lyon 

Court to the North—and this class “includes properties located on both sides of the boundary streets contained in the 

class definition.” (D.E. No. 415-3 at 8-9).

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In July 2014, Plaintiffs and Honeywell informed the Court that they had reached a 

settlement agreement. (D.E. No. 350). On November 7, 2014, Counsel for Plaintiffs 

(“Settlement Class Counsel”) and Honeywell moved for preliminary approval of the class action 

settlement that, “[w]ith limited exception . . . resolves claims by owners of residential property 

within Class A and Class C” against Honeywell. (D.E. No. 367-1 at 4). This Court granted the

motion, which effectuated the following: (1) certification of two settlement classes for settlement 

purposes; (2) preliminarily approval of the class settlement; (3) appointment of settlement class 

counsel; (4) appointment of a Claims Administrator4; and (5) approval of forms and procedures 

for class notice. (See D.E. No. 390).

Thereafter, the Court received three objections. Hugh Brown and Richard WestbyGibson jointly filed a written objection (dated June 8, 2015) concerning their co-owned property. 

(D.E. No. 398). Holly Marenna-Hurley filed a written objection (dated July 27, 2015). (D.E. 

No. 410). Lastly, Maureen Chandra filed a written objection (dated July 31, 2015). (D.E. No. 

406). On September 15, 2015, Ms. Chandra also filed a brief opposing the joint motion for final 

approval of class settlement. (D.E. No. 417). Both Honeywell and Settlement Class Counsel 

responded to Ms. Chandra’s objections. (See, e.g., D.E. Nos. 419 & 425). 

On September 25, 2015, the Court held a Fairness Hearing pursuant to Federal Rule of 

Civil Procedure 23(e)(2). At the Fairness Hearing, no objectors—except for Ms. Chandra 

through her counsel—appeared. 

II. THE PROPOSED SETTLEMENT

The proposed Settlement Agreement provides a $10,017,000.00 non-reversionary 

settlement fund—i.e., one in which Honeywell will not recoup any unclaimed money—for 

residential property owners in Classes A and C. (See, e.g., D.E. No. 415-3 at 9, 14). The Claims 

 4 Garden City Group, LLC was the approved Claims Administrator. (D.E. No. 390 at 6; D.E. No. 435 at 1 n.1). 

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Administrator identified a combined 3,497 properties in connection with Classes A and C. (D.E. 

No. 415-4 ¶ 17). With limited exception, the proposed Settlement Agreement does not resolve 

claims against PPG and does not involve Class B members residing near the former PPG plant. 

(See D.E. No. 415-3 at 7-8).

From the $10,017,000.00 settlement fund, initially the parties proposed $6,101,575.33 

would be available for distribution to members from Classes A and C because certain 

distributions would be withdrawn for attorneys’ fees, attorneys’ costs, incentive awards for the 

class representatives, and administration expenses, as follows: 

(Parties’ Joint Motion at 7). 

As noted, a combined 3,497 properties from Classes A and C have been identified. As of 

September 3, 2015 (which is when the parties’ joint motion for final approval was filed), 2,217 

valid claims had been submitted for 2,085 of the 3,497 properties. (D.E. No. 415-4 ¶ 16). This 

equates to nearly 60% of all eligible class properties. (Id. ¶ 17). Accordingly, the allocation per 

property would be: 

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(Parties’ Joint Motion at 8). 

After September 3, 2015, however, the Claims Administrator “received 15 additional 

claims,” resulting in 2,232 valid claims being submitted for 2,089 of the 3,497 properties. (D.E. 

No. 435 ¶ 8 & ¶ 8 n.3). Furthermore, the requested costs have been reduced from $1,191,174.67 

to $1,140,023.77. (D.E. No. 431). The Claims Administrator, however, submitted 

administration expenses of $219,278.87, which is slightly more than the initially estimated 

$200,000 noted above. (See D.E. No. 435 at 12). This leaves $6,133,447.36 as the Net 

Settlement Fund for 2,089 properties—i.e., $2,936.07 per property. (See D.E. No. 432 at 6 n.5). 

If approved by the Court, the Claims Administrator intends to “mail checks to all Class 

Members for their pro rata share of the Net Settlement Fund,” which will be “based on a timeweighted pro rata amount of the share allocated for that property” as provided by the Settlement. 

(D.E. No. 435 ¶ 10; see also D.E. No. 415-3 at 14). 

As of the date of this Opinion, there are twenty-eight opt-out requests, as well as the three

objections noted above. (See D.E. Nos. 398, 406, 410, 415-4 ¶ 18 & 417). 

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III. THE OBJECTORS’ ARGUMENTS

A. Hugh Brown and Richard Westby-Gibson 

Hugh Brown and Richard Westby-Gibson jointly submitted an objection dated June 8, 

2015. (D.E. No. 398). Mr. Brown has owned and resided at a property within the Class C 

boundaries from October 26, 2007 to the date of the objection. (Id. at 1). Mr. Westby-Gibson 

has “co-owned and resided” at this property from July 26, 2011 to the date of the objection. 

(Id.). Both individuals signed the objection. (Id. at 2). 

Briefly, the objection concerns the method of allocation under the settlement—i.e., that 

settlement payments would be apportioned to multiple property owners based on the length of 

property ownership. In particular, the objection states that: “It stands to reason that the case of 

Mattie Halley, et al versus Honeywell International, Inc. et al is being brought because there may 

be possible unknown detriment to the health of persons living in the vicinity of historical 

‘chromium sites.’” (Id. at 2). The objection asserts that, “[s]ince a person’s health is an 

individual entity (and not something that can be quantified or divided)[,] allocating settlements 

amounts [sic] based [on] the premise that [it] is a single property is untenable and unfair.” (Id.). 

B. Holly Marenna-Hurley 

Holly Marenna-Hurly submitted an objection dated July 27, 2015. (D.E. No. 410). Ms. 

Marenna-Hurly contends that she “could not afford to sue Honeywell for chromium 

contamination of [her] property,” but that “it is difficult to accept a settlement of approximately 

$1,800” in exchange for her “property’s worth and devaluation.” (Id.). Ms. Marenna-Hurly says 

that she “feel[s]” her “hands are tied.” (Id.). Further, she avers that “there is potentially serious 

health risks as a result of chromium contamination just being in the location near the chrome 

[sic] ore processing plant.” (Id.). 

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C. Maureen Chandra 

In both written submissions and at the Fairness Hearing, Ms. Chandra objects on several 

grounds. On July 31, 2015, Ms. Chandra filed an objection in response to the preliminarily 

approved settlement. (D.E. No. 406). On September 15, 2015, Ms. Chandra again filed an 

objection in response to the joint motion for final approval of class action settlement. (D.E. No. 

417). 

In that September 15 submission, she raises at least the following three arguments: (1) the 

Court has insufficient information to decide whether the proposed settlement is fair, reasonable,

and adequate because there is no information concerning soil or ground water contamination in 

the class members’ properties, (id. at 2-3); (2) releasing “unknown and unforeseen” future claims 

is improper, (id. at 5); and (3) although the Court must “evaluate the settlement in light of the 

best possible recovery,” Settlement Class Counsel has “refused to provide the Court with an 

estimate of the best possible recovery,” (id. at 4).5

Ms. Chandra asks the Court to 

either (1) postpone a fairness, reasonableness, and adequacy 

determination until it has the necessary information; or, (2) strike 

the release of claims for contamination and remediation due to 

hexavalent chromium or other chemical contamination in soil and 

groundwater, by using the court’s equitable powers and the parties 

consent in the Settlement Agreement allowing the court to 

“incorporate any other provisions as the Court deems necessary 

and just.” 

(Id. at 2). Ms. Chandra also objects to Settlement Class Counsel’s motion seeking an award of 

reasonable costs, attorneys’ fees, and incentive awards. (D.E. No. 407). 

 5 Ms. Chandra agrees that “Honeywell and [Settlement] Class Counsel have resolved Maureen Chandra’s cy pres 

objection by foregoing a cy pres community project and instead, agreeing to distribute ‘unclaimed funds’ directly to 

class members.” (D.E. No. 417 at 1; see also 9/24/15 Tr. at 16:25-18:5, 63:17-64:17). The Court notes that 

additional objections raised by Ms. Chandra, for example at the Fairness Hearing, are recited and addressed where 

relevant in this Opinion. 

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IV. LEGAL STANDARD

Federal Rule of Civil Procedure 23(e) provides that “[t]he claims, issues, or defenses of a 

certified class may be settled . . . only with the court’s approval.” “The decision of whether to 

approve a proposed settlement of a class action is left to the sound discretion of the district 

court.” In re Prudential Ins. Co. Am. Sales Practice Litig. Agent Actions (“In re Prudential”), 

148 F.3d 283, 299 (3d Cir. 1998) (quoting Girsh v. Jepson, 521 F.2d 153, 156 (3d Cir. 1975)). 

The “law favors settlement, particularly in class actions and other complex cases where 

substantial judicial resources can be conserved by avoiding formal litigation.” In re Gen. Motors 

Corp. Pick-Up Truck Fuel Tank Prods. Liab. Litig. (“GM Truck Prods.”), 55 F.3d 768, 784 (3d 

Cir. 1995). Nevertheless, “[t]he purpose of Rule 23(e) is to protect the unnamed members of the 

class from unjust or unfair settlements.” Ehrheart v. Verizon Wireless, 609 F.3d 590, 592-93 (3d 

Cir. 2010); see also In re Pet Food Prods. Liab. Litig. (“In re Pet Food”), 629 F.3d 333, 349 (3d 

Cir. 2010) (“We have stressed the importance of Rule 23(e), noting that a district court acts as a 

fiduciary, guarding the claims and rights of the absent class members.” (internal quotation marks 

omitted)). 

V. DISCUSSION

A. Class Certification is Appropriate for Purposes of Settlement

“When deciding a motion for settlement, the Court must first determine whether the 

settlement class is appropriate for certification and then turn to whether the settlement itself 

should be approved.” Alin v. Honda Motor Co., No. 08-4825, 2012 WL 8751045, at *2 (D.N.J. 

Apr. 13, 2012). 

Federal Rule of Civil Procedure 23 “is designed to assure that courts will identify the 

common interests of class members and evaluate the named plaintiffs’ and counsel’s ability to 

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fairly and adequately protect class interests.” Sullivan v. DB Investments, Inc., 667 F.3d 273, 

296 (3d Cir. 2011) (en banc) (quoting In re Cmty. Bank of N. Va., 622 F.3d 275, 291 (3d Cir. 

2010)). “[A]ctions certified as settlement classes must meet the same requirements under Rule 

23 as litigation classes.” GM Truck Prods., 55 F.3d at 799. Accordingly, the Court “first must 

determine that the requirements for class certification under Rule 23(a) and (b) are met.” In re 

Pet Food, 629 F.3d at 341. As discussed below, the Court finds that Settlement Classes meet the 

Rule 23(a) and 23(b)(3) requirements. 

1. Rule 23(a): numerosity, commonality, typicality & 

adequacy of representation 

Federal Rule of Civil Procedure 23(a) provides that 

[o]ne or more members of a class may sue or be sued as 

representative parties on behalf of all members only if: (1) the 

class is so numerous that joinder of all members is impracticable;

(2) there are questions of law or 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 representative parties 

will fairly and adequately protect the interests of the class.

These four requirements are referred to as: “(1) numerosity; (2) commonality; (3) typicality; and 

(4) adequacy of representation.” In re Prudential, 148 F.3d at 308-09. 

i. Numerosity

Federal Rule of Civil Procedure 23(a)(1) requires that a class be “so numerous that 

joinder of all members is impracticable.” “There is no minimum number of members needed for 

a suit to proceed as a class action,” and “Rule 23(a)(1) requires examination of the specific facts 

of each case.” Marcus v. BMW of N. Am., LLC, 687 F.3d 583, 595 (3d Cir. 2012). 

Here, the Settlement Administrator has identified a combined 3,497 properties in Classes 

A and C. (D.E. No. 415-4 ¶ 17). The class ownership period for Classes A and C is “May 17, 

2010 up to and including October 1, 2014.” (D.E. No. 415-3 at 6). So, Classes A and C 

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comprise multiple owners of a single property, such as the Class C property of Hugh Brown and 

Richard Westby-Gibson. 

The Court finds that joinder of so many individuals would be impracticable and the 

numerosity requirement is satisfied. See Stewart v. Abraham, 275 F.3d 220, 226-27 (3d Cir. 

2001) (“No minimum number of plaintiffs is required to maintain a suit as a class action, but 

generally if the named plaintiff demonstrates that the potential number of plaintiffs exceeds 40, 

the first prong of Rule 23(a) has been met.”). 

ii. Commonality

Federal Rule of Civil Procedure 23(a)(2) requires that “there are questions of law or fact 

common to the class.” “Commonality requires the plaintiff to demonstrate that the class 

members have suffered the same injury” and that their claims “depend upon a common 

contention” that “is capable of classwide resolution.” Wal-Mart Stores, Inc. v. Dukes, 131 S. Ct. 

2541, 2551 (2011). The contention is capable of “classwide resolution” if the “determination of 

its truth or falsity will resolve an issue that is central to the validity of each one of the claims in 

one stroke.” Id.; see also In re NFL Players’ Concussion Injury Litig., 307 F.R.D. 351, 371 

(E.D. Pa. 2015) (“The [commonality] standard is not stringent; only one common question is 

required.”), aff’d, 2016 WL 1552205 (3d Cir. Apr. 18, 2016). 

Commonality exists here. The allegations of Settlement Classes A and C concern COPR 

contamination—and the related hexavalent chromium contamination—coming from the Mutual 

plant and Mutual Sites. Plaintiffs seek to hold Honeywell liable for engaging in abnormally 

dangerous activity, negligence, and the consequent nuisance in connection with this purported 

contamination. And the historical operations of Honeywell’s predecessor (Mutual), the 

contamination of the Mutual plant and Mutual Sites, as well as the remedial investigation and 

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remedial efforts of Honeywell, will be common to each class member. The Class A and C

members have therefore suffered the same injury, and their claims depend upon a common 

contention regarding Honeywell’s conduct that is capable of classwide resolution. See Wal-Mart 

Stores, 131 S. Ct. at 2551. 

iii. Typicality 

Federal Rule of Civil Procedure 23(a)(3) requires that “the claims or defenses of the 

representative parties [be] typical of the claims or defenses of the class.” “The typicality 

requirement is designed to align the interests of the class and the class representatives so that the 

latter will work to benefit the entire class through the pursuit of their own goals.” In re Warfarin 

Sodium Antitrust Litig., 391 F.3d 516, 531 (3d Cir. 2004). “The typicality criterion is intended to 

preclude certification of those cases where the legal theories of the named plaintiffs potentially 

conflict with those of the absentees by requiring that the common claims are comparably central 

to the claims of the named plaintiffs as to the claims of the absentees.” Baby Neal v. Casey, 43 

F.3d 48, 57 (3d Cir. 1994). “However, typicality, as with commonality, does not require that all 

putative class members share identical claims.” Warfarin Sodium Antitrust Litig., 391 F.3d at 

531-32. “Indeed, even relatively pronounced factual differences will generally not preclude a 

finding of typicality where there is a strong similarity of legal theories.” Baby Neal, 43 F.3d at 

57. 

Here, the typicality requirement is met. For Class A, the Settlement Class Representative 

is plaintiff Shem Onditi. For Class C, the Settlement Class Representative is plaintiff Sergio de 

la Cruz. Both Representatives contend that their respective properties have been adversely 

affected by the alleged COPR and hexavalent chromium contamination from Honeywell’s 

conduct. (E.g., 6th Am. Compl. ¶¶ 12, 15). And this contention is typical of the Classes each 

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Representative intends to represent. For settlement purposes, the typicality requirement is 

therefore satisfied. See Baby Neal, 43 F.3d at 57 (“[C]ases challenging the same unlawful 

conduct which affects both the named plaintiffs and the putative class usually satisfy the 

typicality requirement irrespective of the varying fact patterns underlying the individual 

claims.”). 

iv. Adequacy of Representation 

Federal Rule of Civil Procedure 23(a)(4) requires that “the representative parties will 

fairly and adequately protect the interests of the class.” This requirement “has two components 

designed to ensure that absentees’ interests are fully pursued.” Warfarin Sodium Antitrust Litig., 

391 F.3d at 532. 

“First, the adequacy inquiry tests the qualifications of the counsel to represent the class.” 

Id.; see also GM Truck Prods., 55 F.3d at 801 (“Courts examining settlement classes have 

emphasized the special need to assure that class counsel: (1) possessed adequate experience; (2) 

vigorously prosecuted the action; and (3) acted at arm’s length from the defendant.”). Here, the 

Court’s independent review of the background of Plaintiffs’ retained counsel shows that counsel 

is qualified, having experience with complex environmental litigation, toxic tort litigation, and 

class action litigation.6

 

Second, the adequacy inquiry “seeks to uncover conflicts of interest between named 

parties and the class they seek to represent.” Warfarin Sodium Antitrust Litig., 391 F.3d at 532. 

As discussed above, each representative Plaintiff shares Class A and Class C’s respective 

interests because the representatives allege that their properties have been negatively impacted 

 6 As another court in this District rightly noted, “[a]s a result of the 2003 amendments to the Federal Rules of Civil 

Procedure, the issue of appropriate class counsel is guided by Rule 23(g), rather than 23(a)(4).” In re Royal 

Dutch/Shell Transport Sec. Litig., No. 04-374, 2008 WL 9447623, at *14 n.3 (D.N.J. Dec. 9, 2008) (citation 

omitted). As in that case, however, “[f]or the sake of convenience . . . the adequacy of counsel is discussed here.” 

Id. 

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from COPR and hexavalent chromium contamination coming from the Mutual plant and Mutual 

Sites—and they seek the same damages as their respective classes. Further, both Onditi and de 

la Cruz are subject to the same allocation of settlement funds as the other Class A and Class C 

members. 

2. Rule 23(b)(3): Predominance & Superiority 

Regarding Federal Rule of Civil Procedure 23(b), the parties contend that, for purposes of 

settlement here, Rule 23(b)(3) is satisfied. (Parties’ Joint Motion at 34). Rule 23(b)(3) provides, 

in relevant part, that “a class action may be maintained if Rule 23(a) is satisfied and if . . . the 

court finds that the questions of law or fact common to class members predominate over any 

questions affecting only individual members, and that a class action is superior to other available 

methods for fairly and efficiently adjudicating the controversy.” Rule 23(b)(3) further provides 

that 

[t]he matters pertinent to these findings include:

(A) the class members’ interests in individually controlling the 

prosecution or defense of separate actions;

(B) the extent and nature of any litigation concerning the 

controversy already begun by or against class members;

(C) the desirability or undesirability of concentrating the litigation 

of the claims in the particular forum; and

(D) the likely difficulties in managing a class action.

“The twin requirements of Rule 23(b)(3) are known as predominance and superiority.” 

In re Hydrogen Peroxide Antitrust Litig., 552 F.3d 305, 310 (3d Cir. 2008). 

So, under Rule 23(b)(3), “two additional requirements must be met” to certify Classes A 

and C in this case: “(1) common questions must predominate over any questions affecting only 

individual members (the predominance requirement), and (2) class resolution must be superior to 

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other available methods for the fair and efficient adjudication of the controversy (the superiority 

requirement).” See Warfarin Sodium Antitrust Litig., 391 F.3d at 527 (internal quotation marks 

omitted). 

i. Predominance

“Parallel with Rule 23(a)(2)’s commonality element, which provides that a proposed 

class must share a common question of law or fact, Rule 23(b)(3)’s predominance requirement 

imposes a more rigorous obligation upon a reviewing court to ensure that issues common to the 

class predominate over those affecting only individual class members.” Sullivan, 667 F.3d at 

297. The “predominance inquiry tests whether proposed classes are sufficiently cohesive to 

warrant adjudication by representation.” Amchem Prods., Inc. v. Windsor, 521 U.S. 591, 623 

(1997). Under Third Circuit precedent, “the focus of the predominance inquiry is on whether the 

defendant’s conduct was common as to all of the class members, and whether all of the class 

members were harmed by the defendant’s conduct.” Sullivan, 667 F.3d at 298. 

Here, the Plaintiffs seek to hold Honeywell liable for the alleged generation, disposal, and 

failure to remediate COPR and hexavalent chromium contamination coming from the Mutual 

plant and Mutual Sites. Plaintiffs’ claims stem from Honeywell’s alleged conduct involving 

disposal, transportation, and remediation (or lack thereof) of COPR and associated hexavalent 

chromium contamination. The Court finds that the common issues here adequately predominate 

over any individual issues for settlement purposes under Rule 23(b)(3). 

ii. Superiority 

“The superiority requirement ‘asks the court to balance, in terms of fairness and 

efficiency, the merits of a class action against those of alternative available methods of 

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adjudication.’” Warfarin Sodium Antitrust Litig., 391 F.3d at 533-34 (quoting In re Prudential, 

148 F.3d at 316). 

The Court finds that the class action route is the superior method here. Nothing from the 

record—including the objectors’ contentions—suggests that individuals are more likely to file 

individual actions or be able to settle and recover on individual actions. In so observing, the 

Court is mindful of the costs of litigation. Given the allegations in this case, the Court finds that 

the “magnitude of the dispute renders the class action a superior method for fairly and efficiently 

resolving the claims as compared to numerous individual suits in which litigation costs would 

dwarf any potential recovery.” See McDonough v. Horizon Healthcare Servs., Inc., No. 09-571, 

2014 WL 3396097, at *10 (D.N.J. July 9, 2014), aff’d, No. 14-3558, 2015 WL 5573821 (3d Cir. 

Sept. 23, 2015); see also Weissman v. Gutworth, No. 14-666, 2015 WL 3384592, at *4 (D.N.J. 

May 26, 2015) (“The class action mechanism is the superior method for bringing the present 

class members’ claims. It offers prompt relief and averts the undue costs class members would 

incur in prosecuting their claims individually. There is no indication that any individual class 

member has filed a complaint against Defendants elsewhere.”). 

B. An Initial Presumption of Fairness Exists 

The Court must “apply an initial presumption of fairness when reviewing a proposed 

settlement where: (1) the settlement negotiations occurred at arm’s length; (2) there was 

sufficient discovery; (3) the proponents of the settlement are experienced in similar litigation; 

and (4) only a small fraction of the class objected.” Warfarin Sodium Antitrust Litig., 391 F.3d 

at 535 (internal quotation marks and citation omitted).

These four elements are satisfied here. As further discussed below, the settlement 

negotiations occurred at arm’s length because they occurred after almost three years of fact 

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discovery and involved two rounds of multi-day negotiations before an experienced and skilled 

third party mediator. (D.E. No. 415-1 at 5; D.E. No. 434). No objector disputes any of this. 

Moreover, the objections concerned three properties from over 3,000 identified properties. And 

only Ms. Chandra opposed the parties’ joint motion for final approval of class action settlement

and appeared at the Fairness Hearing. The Court finds that, under these circumstances, an initial 

presumption of fairness exists. 

C. Analysis of the Girsh factors 

Federal Rule of Civil Procedure 23(e)(2) provides that, “[i]f the proposal would bind 

class members, the court may approve it only after a hearing and on finding that it is fair, 

reasonable, and adequate.” “In this process, ‘trial judges bear the important responsibility of 

protecting absent class members,’ and must be ‘assur[ed] that the settlement represents adequate 

compensation for the release of the class claims.’” Sullivan, 667 F.3d at 319 (quoting In re Pet 

Food, 629 F.3d at 349) (alterations in original). And, “where settlement negotiations precede 

class certification, and approval for settlement and certification are sought simultaneously, . . .

district courts . . . [should] be even ‘more scrupulous than usual’ when examining the fairness of 

the proposed settlement.” Warfarin Sodium Antitrust Litig., 391 F.3d at 534 (quoting GM Truck 

Prods., 55 F.3d at 805). 

In so doing, the Court must consider the Girsh factors:

(1) the complexity, expense and likely duration of the litigation; 

(2) the reaction of the class to the settlement; (3) the stage of the 

proceedings and the amount of discovery completed; (4) the risks 

of establishing liability; (5) the risks of establishing damages; (6) 

the risks of maintaining the class action through the trial; (7) the 

ability of the defendants to withstand a greater judgment; (8) the 

range of reasonableness of the settlement fund in light of the best 

possible recovery; and (9) the range of reasonableness of the 

settlement fund to a possible recovery in light of all the attendant 

risks of litigation.

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Girsh v. Jepson, 521 F.2d 153, 157 (3d Cir. 1975) (internal quotation marks and ellipses 

omitted); see also GM Truck Prods., 55 F.3d at 785; McDonough, 2014 WL 3396097, at *4 

(“The key question the Court must address in considering an application for approval of a class 

action settlement is whether the proposed settlement is ‘fair, reasonable and adequate.’ The 

Third Circuit has set forth a number of factors relevant in making this determination [which are 

known as] the ‘Girsh factors . . . .’” (citation omitted)). 

As discussed below, the Court finds that the Girsh factors—on balance—weigh in favor 

of approving the proposed settlement. 

(1) The first Girsh factor: the complexity, expense and likely duration of the litigation

“This factor captures ‘the probable costs, in both time and money, of continued 

litigation.’” In re Cendant Corp. Litig., 264 F.3d 201, 233 (3d Cir. 2001) (quoting GM Truck 

Prods., 55 F.3d at 812). Here, it is unquestionable that continued litigation between Classes A 

and C and Honeywell would require the parties—and the Court—to expend significant 

resources. Plaintiffs filed this suit in 2010. Honeywell filed a motion to dismiss relating to 

statute of limitations and a motion for reconsideration of the Court’s decision denying the motion

to dismiss. As the parties correctly note, fact discovery has been ongoing for approximately 

three years—but the case is still in the pre-class certification, fact-discovery stage. Aside from 

going through expert discovery, the issue of class certification would need to be resolved 

(including any appeal of that issue). The Court expects further motion practice involving, but 

not limited to, discovery disputes, potential case-dispositive issues, class certification, and preand post-trial submissions. 

The Court also expects that—given the allegations in this case—“trial of this class action 

would be a long, arduous process requiring great expenditures of time and money on behalf of 

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both the parties and the court,” which “clearly counsels in favor of settlement.” See In re 

Prudential, 148 F.3d at 318; see also GM Truck Prods., 55 F.3d at 812 (“[T]his settlement made 

its remedies immediately available and avoided the substantial delay and expense that would 

have accompanied the pursuit of this litigation.”). After all, this case involves complex legal 

issues and technical disciplines such as environmental science, air modeling, and property 

valuation. Including both Classes A and C, this involves well over 3,000 residential properties. 

And, for example, the class-wide diminution-in-property analysis seemingly required for part of

Plaintiffs’ requested relief appears legally and factually complex. Accordingly, the Court finds 

that the first Girsh factor weighs in favor of approving the settlement. 

(2) The second Girsh factor: the reaction of the class to the settlement

“In an effort to measure the class’s own reaction to the settlement’s terms directly, courts 

look to the number and vociferousness of the objectors.” GM Truck Prods., 55 F.3d at 812. A 

“vast disparity between the number of potential class members who received notice of the 

Settlement and the number of objectors creates a strong presumption that this factor weighs in 

favor of the Settlement, and the objectors’ arguments otherwise are not convincing.” In re 

Cendant Corp. Litig., 264 F.3d at 235.

Here, from early June 2015 to early September 2015, the Claims Administrator sent 

approximately 5,500 claim packets—which included a notice of proposed class action settlement 

providing, among other things, the settlement terms and a claim-and-release form. (D.E. No. 

415-4 ¶ 9; D.E. No. 435 ¶ 2). 2,232 valid claims were submitted for 2,089 of the 3,497 

properties. (D.E. No. 435 ¶ 8 & ¶ 8 n.3). This reflects a response rate of nearly 60%. (Id. ¶ 8). 

As noted above, there have been only twenty-eight opt-out requests and three objections. Given 

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the relative minimal number of objectors and opt-outs, the Court finds that the second Girsh

factor weighs in favor of approving the settlement.

To be sure, the Court doesn’t find that the objectors’ arguments compel a different 

finding.7 Namely, the Court agrees with the settling parties that the joint objection of Hugh 

Brown and Richard Westby-Gibson must be overruled because the Settlement resolves claims 

concerning alleged damage to property, not for personal injury, bodily injury or medical 

monitoring claims. In fact, the Settlement explicitly provides that “[p]ersonal injury, bodily 

injury, and medical monitoring claims (if any) are not Released Claims.” (D.E. No. 415-3 at 7-8

(emphasis added)). Accordingly, the Court overrules this objection because it rests on a 

misplaced premise (i.e., that this Settlement resolves claims concerning personal, bodily injury,

or medical monitoring). 

Ms. Holly Marenna-Hurly’s objection likewise appears to rest, in part, on health risks. 

But, as with the previous objection, the Court agrees with the settling parties that the Settlement 

concerns property damage without the release of claims for personal injury, bodily injury, or 

medical monitoring. Ms. Marenna-Hurly also contends that “it is difficult to accept a settlement 

of approximately $1,800” in exchange for her “property’s worth and devaluation.” (D.E. No. 

410). As an initial matter, the settlement amount that Ms. Marenna-Hurly references has 

changed since she filed her objection; it is now approximately $2,900. Moreover, as this 

Opinion sets forth, Plaintiffs face an uncertainty of success. This holds true after years of 

discovery, consultation with experts, and multi-day negotiations before an experienced mediator. 

And the Court is mindful that 2,232 valid claims have been submitted for 2,089 of the 3,497 

properties. Given the risks, the immediate benefit that the Settlement provides must be afforded 

due credit. Ms. Marenna-Hurly’s objection is overruled. 

 7 The Court also addresses arguments from the three objections elsewhere in this Opinion, as relevant. 

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(3) The third Girsh factor: the stage of the proceedings and the amount of 

discovery completed

“This factor ‘captures the degree of case development that class counsel have 

accomplished prior to settlement. Through this lens, courts can determine whether counsel had 

an adequate appreciation of the merits of the case before negotiating.’” In re Cendant Corp. 

Litig., 264 F.3d at 235 (quoting GM Truck Prods., 55 F.3d at 813). 

This case was filed in 2010. Over the course of almost three years, extensive discovery 

was exchanged regarding class certification and related merits issues. Honeywell produced over 

one million pages concerning, among other things, the history of contamination, status of 

remediation efforts, regulatory communications, and sampling and monitoring data. Further, 

discovery included depositions of third parties such as authors of certain studies referenced in the 

Plaintiffs’ complaint, regulators, and Honeywell’s remediation contractor. And the Class 

Representatives for Classes A and C each provided deposition testimony and responded to 

interrogatories and document requests. 

The type and amount of discovery extends beyond this overview, and the Court is 

satisfied that Settlement Class Counsel and Honeywell have conducted sufficient discovery to 

inform settlement negotiations. Indeed, the proposed settlement results from—not only the

discovery—but also two rounds of multi-day negotiations before Eric D. Green, an experienced 

and skilled third-party mediator whose background the Court has independently reviewed. (See 

Parties’ Joint Motion at 5; D.E. No. 434; see also 9/24/15 Tr. at 10:8-17). The Court finds that 

the third Girsh factor weighs in favor of approving the settlement. 

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(4) & (5) The fourth and fifth Girsh factors: the risks of establishing liability & the

risks of establishing damages

“By evaluating the risks of establishing liability, the district court can examine what the 

potential rewards (or downside) of litigation might have been had class counsel elected to litigate 

the claims rather than settle them.” GM Truck Prods., 55 F.3d at 814. The fifth Girsh factor 

“attempts to measure the expected value of litigating the action rather than settling it at the 

current time.” Id. at 816. So, “[t]he fourth and fifth Girsh factors survey the possible risks of 

litigation in order to balance the likelihood of success and the potential damage award if the case 

were taken to trial against the benefits of an immediate settlement.” In re Prudential, 148 F.3d at 

319. 

Here, Settlement Class Counsel and Honeywell have directly opposing views as to 

liability and damages. Settlement Class Counsel contends that Honeywell has already been 

found strictly liable for the disposal of chromium waste in Jersey City. (Parties’ Joint Motion at 

20 (citing Interfaith Cmty. Org. v. Honeywell Int’l, Inc., 263 F. Supp. 2d 796, 851 (D.N.J. 2003), 

aff’d, 399 F.3d 248 (3d Cir. 2005))). Settlement Class Counsel highlights that, in September 

2008, the U.S. Agency for Toxic Substances and Disease Registry (along with certain New 

Jersey state agencies) determined that residents living near the Class A and Class C communities 

had as high as a 17% increase in the incidence of lung cancer when compared with other 

populations inside and outside of Jersey City. (Parties’ Joint Motion at 20). Settlement Class 

Counsel also cites a 2008 study by the University of Medicine and Dentistry of New 

Jersey/Robert Wood Johnson Medical School and Environmental & Occupational Health 

Sciences Institute, which purportedly found hexavalent chromium dust inside all homes sampled 

in Jersey City. (Id. at 20-21). Settlement Class Counsel further cites a New Jersey Department 

of Environmental Protection peer-reviewed risk assessment that purportedly shows that the 

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appropriate residential cleanup criteria is “orders of magnitude below the existing levels 

surrounding Plaintiffs’ homes.” (Id. at 21). 

So, Settlement Class Counsel argues that a jury could find in favor of Plaintiffs given the 

case law, various studies (including the above-mentioned studies), documents and testimony 

assembled through discovery, and with expert testimony. (Id.). To be sure, Settlement Class 

Counsel asserts that Plaintiffs’ claims are not time-barred. (Id. at 22). And, as for damages, 

Settlement Class Counsel contends that Plaintiffs would proffer expert testimony showing that 

the historic—and ongoing—chromium contamination has caused a class-wide diminution in 

property value. (Id.). This diminution in value is allegedly caused “by the presence of 

chromium contamination, independent of any other factors, including any nation-wide economic 

recession.” (Id.). 

In opposition, Honeywell contends that Plaintiffs “will face considerable difficulties in 

establishing both liability and damages, and that Plaintiffs will be unable to do so a class-wide 

basis.” (Id. at 16). Indeed, Honeywell argues that—in view of certain sampling data—neither 

COPR nor chromium disposed on the Mutual Sites migrated into either the Class A or Class C 

areas (or otherwise contaminated Plaintiffs’ properties). (Id.; see also 9/24/15 Tr. at 99:23-

102:13 (identifying, from Honeywell’s point of view, the alleged weaknesses in Plaintiffs’ case 

for purposes of liability)). 

In fact, Honeywell cites certain governmental studies purportedly showing that Class A 

and Class C members have not been injured. (See Parties’ Joint Motion at 16-17). “Thus, 

Honeywell contends that any fear or concern regarding the presence of chromium from the 

Mutual Sites is not reasonable and is contradicted by other discovery obtained in the case; these 

and other issues, like causation and injury, present substantial obstacles for certifying a litigation 

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class.” (Id.). To be sure, Honeywell argues that “considerable evidence of public awareness of 

the chromium issue in Jersey City may preclude Plaintiffs’ claims based on statute of limitations 

grounds.” (Id. at 19). 

Honeywell also challenges that the property values of Classes A and C have been 

negatively affected. (Id. at 18). It argues that, if this case were to proceed, “Honeywell would 

proffer expert testimony that there has been no discernable diminution in property value 

attributable to the Mutual Sites.” (Id.). In fact, Honeywell avers that there are past and ongoing 

substantial remediation and redevelopment efforts—which undercuts Plaintiffs’ diminution-ofvalue argument. (Id. at 18-19). 

It is apparent that this is a complex case that involves plainly divergent views on liability 

and damages. Even if this case were to traverse class certification and summary judgment 

challenges, Plaintiffs faces a real risk that a jury could find no liability. (See, e.g., id. at 22-23 

(“Settlement Class Counsel is also cognizant of a possible defense by Honeywell as to the issue 

of causation, given Honeywell’s assertion that any alleged presence of hexavalent chromium on 

class members’ properties are consistent with background levels and are consistent with what is 

seen in other areas of New Jersey with no history of chromium production.”)). 

But, even setting aside the issue of liability, it seems that there would be a significant 

battle of experts on damages. See In re Cendant Corp. Litig., 264 F.3d at 239 (“[T]he damages 

determination proffered by Lead Plaintiff’s expert is complex and hard to follow, freighted with 

involved calculations and conceptually difficult issues. Were a jury confronted with competing

expert opinions of corresponding complexity, there is no compelling reason to think that it would 

accept Lead Plaintiff’s determination rather than Cendant’s, which would posit a much lower 

figure for the Class’s damages.” (emphasis in original)). 

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Given the apparent uncertainty of success, the Court finds that the fourth and fifth Girsh

factors weigh in favor of approving the settlement. 

(6) The sixth Girsh factor: the risks of maintaining the class action through the trial

“Under Rule 23, a district court may decertify or modify a class at any time during the 

litigation if it proves to be unmanageable.” In re Prudential, 148 F.3d at 321. Notably, “the 

prospects for obtaining certification have a great impact on the range of recovery one can expect 

to reap from the action.” GM Truck Prods., 55 F.3d at 817. But “[t]here will always be a ‘risk’

or possibility of decertification, and consequently the court can always claim this factor weighs 

in favor of settlement.” In re Prudential, 148 F.3d at 321.

Here, “Settlement Counsel acknowledges that Honeywell intends to challenge class 

certification in a litigated context and recognizes that there is no guarantee that this Court will 

certify all, or any, of Plaintiffs’ claims.” (Parties’ Joint Motion at 23). As alluded to above, 

“class certification is always conditional and may be reconsidered”—and there doesn’t seem to 

be any particular “reason why the Court would decertify or modify the class.” See Weissman, 

2015 WL 3384592, at *6. The Court therefore finds that the sixth Girsh factor is neutral. 

(7) The seventh Girsh factor: the ability of the defendants to withstand a 

greater judgment

This factor “is concerned with whether the defendant[] could withstand a judgment for an 

amount significantly greater than the Settlement.” In re Cendant Corp. Litig., 264 F.3d at 240. 

To this extent, Settlement Class Counsel and Honeywell submit the following: 

Plaintiffs contend that if the case were to proceed to trial, Plaintiffs 

would continue to pursue substantial damages against Honeywell. 

However, although Plaintiffs have alleged substantial damages, the 

risk that Plaintiffs would not be able to sustain their claims, either 

at class certification, or on the merits, or would be able to recover 

damages in a less substantial amount, supports approval of the 

settlement given that the Settlement Agreement provides 

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substantial and immediate relief to the Settlement Class Members. 

Because of this, the ability of Honeywell to withstand a greater 

judgment is of diminished importance here.

(Parties’ Joint Motion at 24-25 (emphasis added); see also 9/24/15 Tr. at 24:18-25:3). 

The Court agrees. Even if Honeywell could afford a greater amount than the Settlement 

would require, that doesn’t support “rejecting an otherwise reasonable settlement.” See Saini v. 

BMW of N. Am., LLC, No. 12-6105, 2015 WL 2448846, at *11 (D.N.J. May 21, 2015) (“[T]he 

Court is satisfied that the settlement is fair, reasonable, and adequate, despite the possibility that 

Defendant could pay a greater sum.”).

So the circumstances here diminish the importance of the seventh Girsh factor, and this 

factor is not relevant to the Court’s evaluation herein. See Yong Soon Oh v. AT & T Corp., 225 

F.R.D. 142, 150-51 (D.N.J. 2004) (“There is no question that being the large conglomerate that it 

is, the defendant could have withstood a significantly greater judgment. While this factor would, 

therefore, seem to weigh against the proposed settlement, the difficulties the plaintiffs would 

have had in certifying a damages class and proving damages diminish the importance of this 

factor here.”); see also McDonough, 2014 WL 3396097, at *8 (“This factor is not relevant to the 

Court’s evaluation.”). 

(8) & (9) The eighth and ninth Girsh factors: the range of reasonableness of the 

settlement fund in light of the best possible recovery & the range of reasonableness of the

settlement fund to a possible recovery in light of all the attendant risks of litigation

“The last two Girsh factors ask whether the settlement is reasonable in light of the best 

possible recovery and the risks the parties would face if the case went to trial.” In re Prudential, 

148 F.3d at 322; see also Pro v. Hertz Equip. Rental Corp., No. 06-3830, 2013 WL 3167736, at 

*5 (D.N.J. June 20, 2013) (“The final two Girsh factors are typically considered in tandem.”). In 

other words, the “last two Girsh factors evaluate whether the settlement represents a good value 

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for a weak case or a poor value for a strong case.” Warfarin Sodium Antitrust Litig., 391 F.3d at 

538. “In order to assess the reasonableness of a proposed settlement seeking monetary relief, 

‘the present value of the damages plaintiffs would likely recover if successful, appropriately 

discounted for the risk of not prevailing, should be compared with the amount of the proposed 

settlement.’” In re Prudential, 148 F.3d at 322 (quoting GM Truck Prods., 55 F.3d at 806). 

“The fact that a proposed settlement may only amount to a fraction of the potential recovery does 

not, in and of itself, mean that the proposed settlement is grossly inadequate and should be 

disapproved.” In re Cendant Corp. Sec. Litig., 109 F. Supp. 2d 235, 263 (D.N.J. 2000) (internal 

quotation marks and citation omitted). 

Ms. Maureen Chandra argues that the eighth Girsh factor “requires the court to evaluate 

the settlement in light of the best possible recovery”—but that “[Settlement] Class Counsel 

refused to provide the Court with an estimate of the best possible recovery, even though Class 

Counsel ‘retained and consulted with experts’ concerning loss of property value and presumably 

seeks reimbursement of those expert expenses from the settlement.” (D.E. No 417 at 4 (quoting 

Parties’ Joint Motion at 24)). She also contends that the Court has insufficient information to

decide whether the proposed settlement is fair, reasonable, and adequate because there is no 

information concerning soil or ground water contamination in the class members’ properties. 

(Id. at 2-3).

Settlement Class Counsel “has not speculated as to what the best recovery Plaintiffs 

could have obtained had they decided to pursue their claims, but contends that the proposed 

Settlement Agreement is fair, reasonable, and adequate given that the value of immediate 

recovery outweighs the mere possibility of future relief after protracted and expensive litigation.” 

(Parties’ Joint Motion at 24). For its part, Honeywell states it “would proffer expert testimony 

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that there has been no discernable diminution in property value attributable to the Mutual Sites 

and that additional evidence demonstrates that Plaintiffs and Class Members have not been 

damaged at all.” (Id.). Further, both contend that “continuing to litigate this case through class 

certification, summary judgment, and trial will be a lengthy, complicated, and expensive 

process”—in addition to the likelihood of an appeal, the related costs, and the attendant delay of 

final resolution. (Id.). The Court is persuaded by the settling parties’ contentions. 

Moreover, the Court finds convincing Honeywell’s argument that requires testing of the 

Class Members’ properties before the Settlement Agreement is approved “would essentially 

require the Court to try the case in the context of a settlement hearing, thus defeating the very 

purpose of settlement, which is to avoid the delay and expense of continued litigation.” (D.E. 

No. 419 at 2). It is of course true that “[w]hen the parties have not supplied the information 

needed for the court to determine whether the settlement is fair, reasonable, and adequate, the 

court may affirmatively seek out such information.” In re Pet Food, 629 F.3d at 351. But this is 

not a situation where no information exists; this appears to be a situation where Settlement Class 

Counsel and Honeywell disagree as to the significance and impact of the information that does 

currently exist. (Compare Parties’ Joint Motion at 16-18 with Parties’ Joint Motion at 20-21

(providing opposing positions based on research and studies)). 

Accordingly, the Court agrees with Settlement Class Counsel that there is no fatal flaw 

by not having an estimate of the best possible recovery. Determining the best possible recovery

in this case appears to risk either being exceedingly speculative—or exceedingly burdensome by 

compelling litigation to continue, including further fact discovery and full-blown expert 

discovery, all of which this Settlement seeks to avoid. The key is that this Settlement, like others 

approved in this District, “yields substantial and immediate benefits, and it is reasonable in light 

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of the best possible recovery and the attendant risks of litigation—little or no recovery at all.” 

See, e.g., Varacallo v. Mass. Mut. Life Ins. Co., 226 F.R.D. 207, 240 (D.N.J. 2005); In re 

Processed Egg Prods. Antitrust Litig., 302 F.R.D. 339, 360 (E.D. Pa. 2014) (“Certainly, 

calculating the best possible recovery against Cal–Maine for the class in the aggregate is 

‘exceedingly speculative’ at this point in time given the previously-discussed risks of 

establishing liability and damages associated with this complex litigation, even when considering 

that treble damages are technically available for recovery under Plaintiffs’ Sherman Act 

claim.”).8 

The Court has also carefully considered Ms. Chandra’s objection that the Settlement 

release “includes ‘UNKNOWN’ and ‘UNFORESEEN’ claims that class members ‘may have in 

the future.’” (D.E. No. 417 at 5 (quoting D.E. No. 415-3 at 8)). She argues that “[i]t is 

impossible for anyone to evaluate an unknown and unforeseen future event” and “[n]either 

Honeywell nor [Settlement] Class Counsel have provided the court with any method to evaluate 

unknown and unforeseen future claims.” (Id.). Ms. Chandra avers that, because “the court is 

unable to evaluate unknown and unforeseen future claims, the release of such claims is fatal to 

the Settlement Agreement.” (Id.; see also 9/24/15 Tr. at 68:12-14 (“The release says you are 

releasing contamination and remediation claims.”)). 

 8 Further, the Court is mindful that Settlement Class Counsel may have concerns that, even if “plaintiffs’ meritsphase damages expert had finalized his damages model at this stage of the litigation (which he has not), it would be 

prejudicial to force plaintiffs to disclose that figure while the case against PPG is proceeding.” (D.E. No. 425 at 6 

n.6). To be sure, Ms. Chandra argued that this poses a conflict of interest because “what class counsel is saying that 

class B would be prejudiced by class counsel producing an expert report showing the many levels of damages for the 

current plaintiffs” in connection with the eighth Girsh factor. (9/24/15 Tr. at 90:16-19, 121:2-11). The Court agrees 

with Settlement Class Counsel that Ms. Chandra’s argument rests on the assumption that an estimate of the best 

possible recovery is required. This case has been bifurcated into a Class Phase and a Merits Phase, and this case is 

still in the Class Phase—meaning that the Merits Phase damages expert has not completed a damages model. (D.E. 

No. 432 at 11). The Court finds that precedent does not compel rejecting a settlement and forcing Plaintiffs’ expert 

to provide a damages model at this juncture, thereby risking excessive speculation, additional costs and/or delay. 

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The Court disagrees. The Settlement provides, in relevant part, that “Released Claims” 

include claims 

arising out of the ownership of 1-4 family residential 

property in Settlement Class A area or Settlement Class C 

area, including without limitation punitive damages, in 

either law or equity, under any theory of common law or 

under any federal, state, or local law, statute, regulation, 

ordinance, or executive order that the Class Member ever 

had or may have in the future, whether directly or 

indirectly, that arose from the beginning of time through 

execution of this Agreement, WHETHER FORESEEN OR 

UNFORESEEN, OR WHETHER KNOWN OR 

UNKNOWN TO ALL OR ANY OF THE PARTIES, that 

arise out of the release, migration or impacts or effects of 

COPR, hexavalent chromium, or other chemical 

contamination (a) originating from the Mutual Facility at 

any time through the date of this Agreement or (b) present 

on or released or migrating at or from Study Area 5, Study 

Area 6 South, Study Area 6 North, Study Area 7, or Site 

119 at any time through the date of this Agreement, 

including but not limited to property damage, remediation 

costs, diminution of value to property, including stigma 

damages, loss of use and enjoyment of property, fear, 

anxiety, or emotional distress as a result of the alleged 

contamination.

(D.E. No. 415-3 at 7-8). 

As Honeywell notes, an individual is not forgoing the possibility of all relief. Rather, as 

went undisputed by Ms. Chandra at the Fairness Hearing, such an individual could turn to the 

New Jersey Department of Environmental Protection—and Honeywell would have to remediate 

pursuant to the New Jersey Spill Act, N.J.S.A. 58:10-23.11. (9/24/15 Tr. at 103:16-104:14). In 

other words, the Release does not require giving up an ability to obtain remediation all together; 

it releases “an ability to seek damages from [Honeywell] . . . above and beyond the remediation 

that the state would require.” (Id. at 104:10-14). And the Court finds significant that Honeywell 

has been conducting remediation at each of the COPR disposal sites that Plaintiffs have alleged 

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were associated with Mutual’s operations “pursuant to several different federal and state orders, 

and under the supervision of both the New Jersey Department of Environmental Protection and a 

Special Master appointed by the United States District Court of the District of New Jersey.” 

(Parties’ Joint Motion at 18-19; see also 9/24/15 Tr. at 94:9-99:20 (detailing the history, 

knowledge, and status of contamination and remediation efforts using demonstratives)).

In so finding, the Court is not substituting “the parties’ assurances or conclusory 

statements for its independent analysis of the settlement terms.” (See D.E. No. 417 at 3 (quoting 

In re Pet Food, 629 F.3d at 350)). The Court has carefully considered several issues, including 

the definition and scope of the Released Claims and that well over 2,000 valid claims have been 

submitted for 2,089 of the 3,497 identified properties. Indeed, the Court is particularly cognizant 

of the “overriding public interest in settling class action litigation,” Warfarin Sodium Antitrust 

Litig., 391 F.3d at 535, and this Settlement provides an immediate benefit to those many 

individuals who have filed claims. See Sullivan, 667 F.3d at 324 (“[S]ettlement is a compromise, 

a yielding of the highest hopes in exchange for certainty and resolution.”); see also Am. Int’l 

Grp., Inc. v. ACE INA Holdings, Inc., No. 07-2898, 2012 WL 651727, at *11 (N.D. Ill. Feb. 28, 

2012) (“The court will not dismantle this settlement for the sake of one class member’s unique 

demands, particularly when the class member . . . had the right (and the means) to opt out and 

pursue its individual claims without disturbing the settlement for the rest of the class.”).

Accordingly, the Court finds that the last two Girsh factors weigh in favor of approval

over the objection of Ms. Chandra. 

Summary of the Court’s Analysis of the Girsh factors

“The district court must make findings as to each of the nine Girsh factors in order to 

approve a settlement as fair, reasonable, and adequate, as required by Rule 23(e).” In re Pet 

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Food, 629 F.3d at 350. The Court concludes that the Girsh factors weigh in favor of approval of 

the Settlement here. This Settlement Agreement provides immediate benefits to nearly 60% of 

the identified properties. It was reached after appropriate arm’s-length negotiations before an 

experienced mediator. The Court finds the Settlement Agreement thus reflects a settlement that 

is fair, reasonable, and adequate given the history, risks, and complexities associated with this 

case. 

D. Notice is Adequate

Federal Rule of Civil Procedure 23 “contains two distinct notice provisions.” In re 

Prudential, 148 F.3d at 326. “For classes certified under 23(b)(3), members must be provided 

with ‘the best notice practicable under the circumstances, including individual notice to all 

members who can be identified through reasonable effort.’” Weissman, 2015 WL 3384592, at 

*4 (quoting Fed. R. Civ. P. 23(c)(2)(B)). Further, because simultaneous certification of Classes 

A and C are sought, as well as approval of the proposed Settlement, “notice must satisfy both the 

requirements of Rule 23(c)(2)(B) and Rule 23(e)(1).” In re NFL Players’ Concussion Injury 

Litig., 307 F.R.D. at 382-83. 

Federal Rule of Civil Procedure 23(c)(2)(B) provides that, “[f]or any class certified under 

Rule 23(b)(3), the court must direct to class members the best notice that is practicable under the 

circumstances, including individual notice to all members who can be identified through 

reasonable effort.” This Rule further provides that the notice 

must clearly and concisely state in plain, easily understood 

language: (i) the nature of the action; (ii) the definition of the class 

certified; (iii) the class claims, issues, or defenses; (iv) that a class 

member may enter an appearance through an attorney if the 

member so desires; (v) that the court will exclude from the class 

any member who requests exclusion; (vi) the time and manner for 

requesting exclusion; and (vii) the binding effect of a class 

judgment on members under Rule 23(c)(3).

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And Federal Rule of Civil Procedure 23(e)(1) provides that “[t]he court must direct 

notice in a reasonable manner to all class members who would be bound by the proposal.” 

“The Rule 23(e) notice is designed to summarize the litigation and the settlement and to apprise 

class members of the right and opportunity to inspect the complete settlement documents, papers, 

and pleadings filed in the litigation.” In re Prudential, 148 F.3d at 327. Notably, due process 

requires that notice be “reasonably calculated, under all the circumstances, to apprise interested 

parties of the pendency of the action and afford them an opportunity to present their objections.” 

Mullane v. Cent. Hanover Bank & Trust Co., 339 U.S. 306, 314 (1950). 

The Court finds that the notice requirement—in terms of both content and method of 

dissemination—is satisfied. Regarding content, each Notice (i.e., to Class A members and Class 

C members) provides information concerning: class members’ rights and obligations in 

connection with the proposed Settlement; procedures for opting out, submitting claims, and filing 

objections; the consequences of class members’ choices; the nature of the claims covered under 

the proposed Settlement; and the possible relief available. (See D.E. No. 415-4, Exs. A & B). 

Each Notice also discusses the litigation, the terms of the settlement, and—given the way the 

Classes are defined in this action—provides a map and street boundaries. (See id.) 

The Notice initially provided a deadline of July 31, 2015. (Id.). Settlement Class 

Counsel and Honeywell asked to extend this deadline to August 31, 2015 to: (1) give time for the 

appropriate state court to appoint a temporary administrator in light of the unexpected death of 

one of the class representatives (Sergio de la Cruz); and (2) “allow claimants additional time to 

file their Proofs of Claim” because “numerous claimants . . . have expressed a desire to submit 

Claims but require additional time.” (D.E. No. 401). Finally, Claim and Release forms were 

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provided. (D.E. No. 415-4, Exs. A & B). Accordingly, the Court extended the deadline for 

claims, opt-out requests, and objections from July 31, 2015 to August 31, 2015. (D.E. No. 411).

Regarding distribution, starting on June 1, 2015, individual notices were sent by First 

Class Mail to each property owner at his or her mailing address based on, inter alia, information 

obtained from county property records. (D.E. No. 415-4 ¶¶ 3-5). If, however, county property 

records show that the property owner did not live at the subject property, Notice was sent to both 

the property owner’s mailing address (based on the available records), as well as to the address 

of the subject property itself. (Id.). This round of mailing constituted nearly 5,000 individual 

notices to potential class members at both the eligible class property and mailing address. (Id. ¶ 

5).

On July 14, 2015, the Claims Administrator sent a second round of notices via First Class 

Mail—in postcard form—to any eligible class member that had not yet filed a claim form. (Id. ¶ 

7). This postcard informed recipients of the following: the July 31, 2015 deadline; a community 

meeting that was going to be held on July 22, 20159

; the Claims Administrator’s toll-free number 

and website so that recipients could request copies of the original Notice or the Claim and 

Release form, and certain other features of the settlement. (Id.). 

The website was dedicated to the Settlement. (Id. ¶ 13). On the website, the Claims 

Administrator posted a copy of the Settlement Agreement, the individual mailed Notices, the 

relevant deadlines, and certain other settlement-related materials. (Id.). The Claims 

Administrator also established—and continues to maintain—a toll-free telephone number to 

accommodate inquiries from potential class members and respond to questions. (Id. ¶ 12; D.E. 

No. 435 ¶ 3). This hotline is accessible every day, 24 hours a day—and during regular business 

 9 The stated purpose of the community meeting was to answer any questions regarding the proposed Settlement 

Agreement. (D.E. No. 415-4 ¶ 10). The Claims Administrator was available at the meeting to distribute additional 

copies of Notices and to help recipients complete Claims and Release Forms. (Id.) 

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hours, callers can speak with a representative. (D.E. No. 415-4 ¶ 12). The settlement website 

displayed the above-mentioned extension (i.e., from July 31, 2015 to August 31, 2015). (D.E. 

No. 415-4 ¶ 13). 

On July 17, 2015, the Claims Administrator sent a third round of notices to owners of an 

additional 160 Settlement Class Properties that were first identified during the course of the 

notification process. (Id. ¶ 8). In total, the Claims Administrator sent—via mail or e-mail—

5,497 individual notices to subject property address and mailing addresses based on certain 

publicly available information. (Id. ¶ 9). 

Further, the Notices were published in a newspaper of general circulation in Jersey City 

called the Jersey Journal. (D.E. No. 415-4 ¶ 11). This ran once a week for four consecutive 

weeks starting on June 1, 2015, with instructions on how to view the Notice in Spanish. (Id.). 

Notably, this publication—not only provided similar information as the more detailed mailed 

Notices—but also directed individuals to the settlement website for further information and to 

retrieve copies of the Claim and Release Form. (Id. ¶¶ 11, 13; D.E. No. 415-4, Ex. D). 

Finally, on November 14, 2014, Honeywell served notice, as required by the Class 

Action Fairness Act, 28 U.S.C. § 1715, on the U.S. Attorney General and on the attorneys 

general for each of the fifty states—and no official took any action to oppose the proposed 

Settlement. (Parties’ Joint Motion at 28; 9/24/15 Tr. at 35:20-36:10). 

Given this substantial effort, and having no received no objection to the substance or to 

the method of notice, the Court finds that the Notice here meets the requirements that Due 

Process and Federal Rule of Civil Procedure 23 mandates. 

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E. Plan of Allocation 

“The Court must determine whether the Plan of Allocation contemplated in the 

Settlement Agreement is ‘fair, reasonable, and adequate.’” In re Ins. Brokerage Antitrust Litig., 

297 F.R.D. 136, 147 (D.N.J. 2013) (quoting Fed. R. Civ. P. 23(e)(2)). The Court finds that the 

proposed plan of allocation is fair, reasonable, and adequate because it treats all Settlement Class 

Property equally by allocating the same pro rata amount of the funds to that property. And, 

where there are multiple property owners, the plan provides that each owner is entitled to a timeweighted pro rata distribution. 

VI. ATTORNEYS’ FEES, EXPENSES, AND INCENTIVE AWARDS

Settlement Class Counsel seeks an award of reasonable costs, attorneys’ fees, and 

incentive awards. (D.E. No. 397). Specifically, Settlement Class Counsel requests the 

following: (1) $2,504,250 in attorney fees, (D.E. No. 432 at 4); (2) $1,140,023.77 in costs, (D.E. 

No. 431); (3) $219,278.87 in claims administration expenses for the Claims Administrator, (D.E. 

Nos. 432 at 6 n.5 & 435 at Ex. A); and (4) $10,000 in incentive awards for each representative 

from Class A and Class C, (D.E. No. 415-3 at 20). 

Federal Rule of Civil Procedure 23(h) provides that, “[i]n a certified class action, the 

court may award reasonable attorney’s fees and nontaxable costs that are authorized by law or by 

the parties’ agreement.” It further provides, in relevant part, that the following procedures apply:

(1) A claim for an award must be made by motion under Rule 

54(d)(2), subject to the provisions of this subdivision (h), at a 

time the court sets. Notice of the motion must be served on all 

parties and, for motions by class counsel, directed to class 

members in a reasonable manner.

(2) A class member, or a party from whom payment is sought, may 

object to the motion.

(3) The court may hold a hearing and must find the facts and state 

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its legal conclusions under Rule 52(a).

A. Attorneys’ Fees

The District Court abuses its discretion in awarding attorneys’ fees if it fails to: apply the 

proper legal standard; follow proper procedures in making its determination; or bases an award 

upon findings of fact that are clearly erroneous. In re Cendant Corp. PRIDES Litig., 243 F.3d 

722, 727 (3d Cir. 2001); see also In re Rite Aid Corp. Sec. Litig., 396 F.3d 294, 301-02 (3d Cir. 

2005) (“Notwithstanding our deferential standard of review of fee determinations, we have 

required district courts to clearly set forth their reasoning for fee awards so that we will have a 

sufficient basis to review for abuse of discretion. . . . [W]e remind the trial courts to engage in 

robust assessments of the fee award reasonableness factors when evaluating a fee request.”). So, 

“[i]n a class action settlement, the court must thoroughly analyze an application for attorneys’ 

fees, even where the parties have consented to the fee award.” Varacallo, 226 F.R.D. at 248 

(citing GM Truck Prods., 55 F.3d at 820). 

“Attorneys’ fees requests are generally assessed under one of two methods: the 

percentage-of-recovery (‘POR’) approach or the lodestar scheme.” Sullivan, 667 F.3d at 330. 

The Third Circuit permits using the POR method for a “common fund” case such as this one. 

See id.; see also In re Cendant Corp. PRIDES Litig., 243 F.3d at 734 (“The percentage-ofrecovery method has long been used in this Circuit in common-fund cases.”). 

“In determining what constitutes a reasonable percentage fee award, a district court must 

consider the ten factors” in Gunter v. Ridgewood Energy Corp, 223 F.3d 190 (3d Cir. 2000) and 

In re Prudential, 148 F.3d 283. In re Diet Drugs, 582 F.3d 524, 541 (3d Cir. 2009). These 

factors are: 

(1) the size of the fund created and the number of beneficiaries, (2) 

the presence or absence of substantial objections by members of 

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the class to the settlement terms and/or fees requested by counsel, 

(3) the skill and efficiency of the attorneys involved, (4) the 

complexity and duration of the litigation, (5) the risk of 

nonpayment, (6) the amount of time devoted to the case by 

plaintiffs’ counsel, (7) the awards in similar cases, . . . (8) the value 

of benefits attributable to the efforts of class counsel relative to the 

efforts of other groups, such as government agencies conducting 

investigations, (9) the percentage fee that would have been 

negotiated had the case been subject to a private contingent fee 

arrangement at the time counsel was retained, and (10) any 

innovative terms of settlement . . . .

Id. (citations omitted). 

“The Gunter/Prudential factors are not exhaustive. ‘In reviewing an attorneys’ fee award 

in a class action settlement, a district court should consider [those] factors . . . , and any other 

factors that are useful and relevant with respect to the particular facts of the case.’” Id. at 541 

n.34 (quoting In re A T & T Corp., 455 F.3d 160, 166 (3d Cir. 2006)). So, “[t]he factors listed 

above need not be applied in a formulaic way. Each case is different, and in certain cases, one 

factor may outweigh the rest.” Gunter, 223 F.3d at 195 n.1. 

To be sure, “[i]n evaluating a fee award, [the Court] should begin by determining with 

reasonable accuracy the distribution of funds that will result from the claims process.” In re 

Baby Prods. Antitrust Litig., 708 F.3d 163, 179 (3d Cir. 2013). Here, 2,232 valid claims have 

been submitted for 2,089 of 3,497 properties to benefit from the Net Settlement Fund—and there 

is a Net Settlement Fund of $6,133,447.36. As discussed above, the Claims Administrator will 

prepare and mail checks to all Class Members for their pro rata share of the Net Settlement 

Fund. (See generally D.E. Nos. 415-3 & 435 (detailing, among other things, Claims 

Administrator’s notice procedures, claims received, ongoing efforts, and procedures to be 

effectuated upon the Court’s approval of the Settlement)). 

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As discussed below, the Court finds that the Gunter factors weigh in favor of approving 

the Settlement Class Counsel’s fee award. Where relevant, the Court incorporates by references 

certain reasons provided above for approval of the Settlement Agreement under the Girsh 

factors. See Saini, 2015 WL 2448846, at *17 (“The Court finds that the totality of 

the Gunter factors weighs strongly in favor of approval of the fee award. Given the similarity 

and overlap of the Gunter and Girsh factors, the Court incorporates by reference the reasons 

given for approval of the Settlement Agreement.”). 

(1) The size of the fund created and the number of beneficiaries

The settlement obtained in this complex environmental action is $10,017,000. The Net 

Settlement Fund is $6,133,447.36. As noted, 2,232 valid claims have been submitted for 2,089 

of 3,497 properties to benefit from this fund—which is a non-reversionary fund. The Court finds 

that this factor weighs in favor of approval. 

(2) The presence or absence of substantial objections by members of the class to the

settlement terms and/or fees requested by counsel

The Court has discussed the three objections to the Settlement above. But, in addition, 

Ms. Chandra opposes Settlement Class Counsel’s application for fees and expenses. (D.E. No. 

407). Briefly, she raises the following six objections: (1) attorney fees should be calculated on 

POR after all expenses are deducted, including administrative fees; (2) attorney fees and 

expenses pursing a medical monitoring class should be excluded; (3) attorney fees and expenses 

litigating against PPG should be excluded; (4) expenses for contract attorneys should be 

excluded; (5) Settlement Class Counsel’s application for fees and expenses is defective because 

(a) the Court cannot determine the reasonableness of the rates charged by each attorney and (b) 

there is no itemization of expenses in a way that is reviewable by the Court and the classes; and 

(6) any changes to Settlement Class Counsel’s fee request requires new notice. (D.E. No. 407; 

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9/24/15 Tr. at 11-23). Ms. Chandra is the sole objector to Settlement Class Counsel’s application 

for fees, costs, and incentive awards. 

“The absence of large numbers of objections mitigates against reducing fee awards.” In 

re Cendant Corp., Derivative Action Litig., 232 F. Supp. 2d 327, 337 (D.N.J. 2002). This would 

seem to counsel the Court to find in favor of approval here. See id. (“Only one shareholder . . . 

has filed an official objection to the amount of attorneys’ fees included in the Settlement 

Agreement. Five other shareholders wrote to either the Court or to counsel to object to the 

amount of attorneys’ fees. These six complaints arise out of the 200,000 notices that have been 

sent out to Cendant shareholders, notifying them of the settlement terms and the proposed 

attorneys’ fees. . . . [I]t is appropriate to note the extremely small number of complaints that have 

arisen regarding the proposed attorneys’ fees in the Settlement Agreement. This factor weighs in 

favor of approval of the requested attorneys’ fees.”). 

Nevertheless, the Court addresses each of Ms. Chandra’s objections at this juncture. In 

so doing, this Court is cognizant of its duty to act “as a fiduciary” for each Class affected by the 

Settlement. See In re Rite Aid Corp. Sec. Litig., 396 F.3d at 308. 

First, Ms. Chandra argues that attorney fees should be calculated on POR after all 

expenses are deducted, including administrative fees. (D.E. No. 407 at 1-3). She cites New 

Jersey Court Rule 1:21-7, asserting that this Rule “mandates that contingency fees be calculated 

on the balance of the recovery after deducing litigation expenses.” (Id. at 1, 3 (emphasis in 

original)). On the surface, Ms. Chandra raises an interesting point given the text of this Rule, 

namely section 1:21-7(d).

10 

 10 New Jersey Court Rule 1:21-7(d) provides, in relevant part, that the “permissible fee provided for in paragraph (c)

[of Rule 1.21-7] shall be computed on the net sum recovered after deducting disbursements in connection with the 

institution and prosecution of the claim.” 

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But neither objector nor Settlement Class Counsel can cite a single federal decision 

applying New Jersey Court Rule 1:21-7 to examine attorney fees for reasonableness in a classaction like the instant action. The Court’s independent research confirms this. Given that courts 

in this District—and, moreover, courts in the Third Circuit—are no stranger to class action 

litigation, the Court finds this telling. And courts in this Circuit seem to consistently award fees 

based on the gross recovery. (See D.E. No. 432 at 2-3 (collecting cases)). Indeed, a court in this 

Circuit noted that “the Third Circuit continues to support calculation of attorneys’ fees from the 

gross settlement fund.” McDonough v. Toys R Us, Inc., 80 F. Supp. 3d 626, 654 n.27 (E.D. Pa. 

2015) (citing In re Baby Prods. Antitrust Litig., 708 F.3d at 177-79). 

Moreover, even if Settlement Class Counsel’s fee is calculated on the balance of the 

recovery after deducting litigation expenses and administrative costs, the requested fee would be

under 30% of the net recovery—which the Court finds reasonable in this action.

11 See In re A T 

& T Corp., 455 F.3d at 168 (acknowledging the trial court’s “independent obligation to ensure 

the reasonableness of any fee request”) (citation and quotation marks omitted); see also N.J. Ct. 

R. 1:21-7(f) (“If at the conclusion of a matter an attorney considers the fee permitted by 

paragraph [1:21-7(c)] to be inadequate, an application on written notice to the client may be 

made to the Assignment Judge or the designee of the Assignment Judge for the hearing and 

determining of a reasonable fee in light of all the circumstances. This rule shall not preclude the 

exercise of a client’s existing right to a court review of the reasonableness of an attorney’s fee.”) 

(emphasis added). 

Second, regarding new notice for modifications to the fee request, the Court agrees with 

Settlement Class Counsel and Honeywell. As an initial matter, this objection appears moot to 

 11 $2,504,240 of $10,017,000 represents approximately 25%; whereas $2,504,240 of ($10,017,000 – ($1,140,023.77 

+ $219,278.87)) represents approximately 28%. (See D.E. No. 413 at 4). 

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some extent because Settlement Class Counsel provided website notice of the change in the fee 

and expenses requests at http://honeywelljerseycitysettlement.com/. The website explicitly notes 

a decrease in request for reimbursement of costs—from $1,191,174.67 to $1,140,023.77—and 

providing a link to the related post-Fairness Hearing submission to the Court, (D.E. No. 431). 

(See also Ms. Chandra’s Objection, 9/24/15 Tr. at 62:20-23 (“And when I say new notice to the 

class, I am not suggesting that it should be a new postcard notice. It could perfectly be notice on 

the website, the settlement website.”)). 

To be sure, Ms. Chandra contends that if Settlement Class Counsel is changing its fee 

request from approximately 25% to approximately 28%, this requires additional notice. (9/24/15 

Tr. at 62:11-19; see also D.E. No. 413 at 4 (“Even assuming, arguendo, that Class Counsel’s fee 

should have been calculated on the balance of the recovery after deducting litigation expenses 

and administrative costs, the requested fee of $2,504,240 would still constitute a mere 28.7% of 

the net recovery and would therefore remain directly in line with awards in similar cases.”)). 

But, as Settlement Class Counsel correctly notes, the amount of $2,504,240 stays exactly the 

same as the amount initially provided to Class Members. (See D.E. No. 415-4 at 18, 29). In 

other words, the dollar amount of the fee request stays the same—even if the percentage of 

recovery changes from approximately 25% to approximately 28%. 

The Court finds that Federal Rule of Civil Procedure 23(h) does not necessitate further 

notice in this regard. This Rule provides, in relevant part, that: “Notice of the motion must be 

served on all parties and, for motions by class counsel, directed to class members in a reasonable 

manner.” Fed. R. Civ. P. 23(h)(1). “Unlike Rule 23(c) (2), which requires ‘best notice 

practicable under the circumstances,’ the far more relaxed standard of Rule 23(h) (1)—notice in 

a ‘reasonable manner’—applies here.” In re Royal Dutch/Shell Transp. Sec. Litig., No. 04-374, 

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2008 WL 9447623, at *34 (D.N.J. Dec. 9, 2008). “The plain meaning of quoted language of 

Rule 23(h) does not require the moving attorney disseminate the entire text of the memoranda 

and declarations supporting the motion for fees, only that notice of the motion be given.” Id. at 

*35 n.12. Further, “[t]o date, . . . the Court of Appeals for the Third Circuit has not interpreted 

Rule 23(h) to include a requirement that applications for attorneys’ fees in class action 

settlements must precede the objection deadline.” In re CertainTeed Fiber Cement Siding Litig., 

303 F.R.D. 199, 222 (E.D. Pa. 2014). As Honeywell aptly notes, (see D.E. No. 433 at 2-3), it 

stands to reason that—if Rule 23(h) doesn’t require that Class Members be given all the details 

of an fee motion—then the modifications contemplated in this case would not warrant a new 

round of notice dissemination. 

Third, the Court overrules Ms. Chandra’s objection that Settlement Class Counsel’s 

application for fees and expenses is defective because (a) the Court cannot determine the 

reasonableness of the rates charged by each attorney and (b) there is no itemization of expenses 

in a way that is reviewable by the Court and the classes. As an initial matter, Ms. Chandra 

contends that “[a]ny late submission by Class Counsel correcting deficiencies in their motion for 

fees and expenses, without granting the class an opportunity to review and object to those 

submissions, violates Fed. R. Civ. P. 23(h).” (D.E. No. 407 at 9). But, as discussed immediately 

above, the Court disagrees that Federal Rule of Civil Procedure 23(h) imposes such a 

requirement. Indeed, as Settlement Class Counsel correctly notes—not only would this result in 

increased administrative and other expenses—but, “[a]t the fee determination stage, the district 

judge must protect the class’s interest by acting as a fiduciary for the class.” See In re Rite Aid 

Corp. Sec. Litig., 396 F.3d at 308. 

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Moreover, the Court has received and carefully reviewed documentation of time records 

and expenses for in camera review. (See D.E. Nos. 430 & 431). Upon review of these materials, 

the Court finds that Settlement Class Counsel’s application for fees and expenses is not defective 

for using unreasonable attorney rates or failing to itemize expenses. (See also D.E. No. 436 ¶¶ 

23-24 (showing, for each lawyer, the title, the position, years of experience, and the billing rate 

wherein the maximum billing rate was $750 per hour for three lawyers who each had over 20 

years of experience)).

Fourth, the Court overrules Ms. Chandra’s objections that attorney fees and expenses 

pursuing a medical monitoring class should be excluded. Settlement Class Counsel dedicated 

190 hours to medical monitoring and has no costs that can be attributed to medical monitoring 

exclusively. (D.E. No. 436 ¶¶ 11-14). It is true that a portion of Settlement Class Counsel’s 

work included “investigation into the merit and viability of pursuing medical monitoring relief.” 

(Id. ¶ 4). Before removing relief relating to medical monitoring, Settlement Class Counsel 

“undertook a reasonable investigation of the facts, law and science in connection with the 

viability of this requested relief and in [their] pursuit of this potential form of relief.” (Id. ¶ 10). 

But, after amending their complaint in January 2012, “no work whatsoever was performed on the 

issue of medical monitoring.” (Id.). 

Settlement Class Counsel has submitted a declaration setting forth, among other things, 

these representations. (See also id. ¶¶ 11-12 (detailing the method employed to review time and 

expense records relating to medical monitoring)). Because medical monitoring appears to be a 

form of relief that was incidental to Plaintiffs’ substantive causes of action, the Court will not 

exclude reimbursement for the requested 190 hours. This is particularly so because the Court is 

not persuaded by Ms. Chandra’s contention that the “proofs required to pursue medical 

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monitoring are different from the proofs required to prove loss of property value.” (See D.E. No. 

407 at 5). For example, discovery into the migration of chemicals seems plainly relevant to 

Plaintiffs’ substantive claims and the related medical monitoring relief. (See 9/24/15 Tr. at 

116:2-7 (“[O]f course you need doctors, but first you need to prove that there was exposure and 

you need to prove that it was a defendant’s conduct that caused it and you need to prove that the 

chromium came from the defendant’s manufacturing area, you need to prove liability.”)). 

Fifth, the Court is unpersuaded that Settlement Class Counsel wants Classes A and C to 

pay for litigation pursued against PPG for Class B. (See D.E. No. 407 at 6-7). Although 

settlement has been reached with Honeywell, Settlement Class Counsel was prosecuting this 

action against Honeywell and PPG jointly until it notified this Court that there was a settlement 

with Honeywell. (D.E. No. 436 ¶ 31). Settlement Class Counsel’s theory and the realities of this

case—for example, that the Defendants’ waste was allegedly commingled, that there are 

allegations of joint and several liability, that there is a conspiracy claim, that court conferences 

didn’t distinguish between Honeywell and PPG—does not reflect some nefarious intent to have

Classes A and C subsidize Settlement Class Counsel’s litigation against PPG. 

And neither Ms. Chandra’s research nor the Court’s independent research seem to 

preclude such a fee award where there is a partial class action settlement—and the case involves 

joint and several liability allegations and discovery was intertwined between the settling and 

non-settling defendants. Mindful of the Court’s duty to function as a fiduciary for each Class 

affected by the Settlement, the Court is persuaded that the Classes’ interests were served given

Settlement Class Counsel’s declaration that this “case was litigated in a manner such that all 

costs were advanced by the Class firms in their effort to prosecute the claims against Honeywell 

and PPG jointly.” (D.E. No. 436 ¶ 31). Settlement Class Counsel’s inability to parse out costs 

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attributable to each Defendant for activities such as attending court conferences and reviewing 

discovery supports that Settlement Class Counsel prosecuted this action against Defendants 

jointly. 

To be sure, the Court’s finding in this regard is made against the backdrop that: (a) no 

one but Ms. Chandra objected to Settlement Class Counsel’s fee/costs application (whether in 

writing or at the Fairness Hearing); (b) Settlement Class Counsel has submitted a declaration that

the majority of expenses incurred in pursuing claims against PPG were distinguishable after a 

settlement in principle was reached with Honeywell, and reimbursement is not sought for those 

PPG-only expenses, (D.E. No. 436 ¶¶ 29, 31-32); and (c) this is an environmental action in 

which Defendants’ chromate waste was allegedly commingled and there is a civil conspiracy 

claim. Moreover, Settlement Class Counsel has convinced this Court—including through the use 

of in camera submissions—that the majority of case expenses became distinguishable after the

settlement in principle12 was reached with Honeywell such that Settlement Class Counsel does 

not seek reimbursement for those PPG-related expenses. (See D.E. No. 436 ¶¶ 32-34).

Sixth, the Court’s review of in camera submissions refutes Ms. Chandra’s concern that 

“neither the court nor the class can ascertain whether or not Class Counsel is double dipping by 

charging the class for attorney fees related to contract attorneys and also recovering those same 

expenses as a litigation expense.” (See D.E. No. 407 at 8). 

(3) The skill and efficiency of the attorneys involved

The “goal in percentage fee-award cases” is to “ensur[e] that competent counsel continue 

to be willing to undertake risky, complex, and novel litigation.” Gunter, 223 F.3d at 198. This is 

a complex environmental class action. But there is little reason, if any, to doubt Settlement Class 

 12 On July 15, 2014, Plaintiffs and Honeywell jointly wrote the Court that “Plaintiffs and Honeywell signed a term 

sheet that would result in settlement of Plaintiffs’ claims against Honeywell.” (D.E. No. 350). 

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Counsel has the requisite skill and experience to litigate an action such as this. Further, the 

Court required supplemental documentation from Settlement Class Counsel (as well as 

Honeywell) regarding certain issues, (see, e.g., D.E. No. 428), and the Court notes the 

comprehensive and satisfactory nature of the submissions provided to the Court after the 

Fairness Hearing. See Rowe v. E.I. DuPont de Nemours and Co., No. 06-1810, 2011 WL 

3837106, at *19 (D.N.J. Aug. 26, 2011) (“In furtherance of its obligation to engage in extensive 

analysis and inquiry before determining a reasonable amount of fees, the Court required further 

submission from counsel explaining instances where multiple attorneys appeared on behalf of the 

class and clarifying billing entries. The Court has thoroughly reviewed these materials and is 

satisfied that counsel efficiently managed this litigation.”). Moreover, reaching the Settlement—

which nearly 60% of eligible members seek to benefit from—while facing formidable local and 

national counsel for Honeywell confirms that this factor weighs in favor of approval.

(4) The complexity and duration of the litigation

The Court has already reviewed the complexity of the legal issues and subject matter 

involved, as well as the duration of fact discovery and overall litigation. Given the relevant

discussion elsewhere in this Opinion, as well as the absence of any objection to the complexity 

and duration of this litigation (whether for purposes of the first Girsh factor or the instant Gunter 

factor), the Court finds that this factor thus weighs in favor of approval. 

(5) The risk of nonpayment

The risk of nonpayment concerns Settlement Class Counsel’s prosecution of this action 

on a contingency fee basis. (E.g., D.E. Nos. 397-1 at 15 & 397-2 ¶ 45). This Gunter factor takes 

accounts for non-payment in that context. See, e.g., Saini, 2015 WL 2448846, at *18 (“Class 

counsel undertook this action on a contingent fee basis, assuming a substantial risk that they 

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might not be compensated for their efforts. Courts recognize the risk of non-payment as a major 

factor in considering an award of attorney fees.”) (citation omitted); In re Cendant Corp., 

Derivative Action Litig., 232 F. Supp. 2d at 339 (“[T]he chief risk of nonpayment in this case 

arose from Derivative Plaintiff's counsel’s acceptance of the case on a contingency-fee basis.”). 

The Court finds that Settlement Class Counsel’s investment of a substantial effort and resources 

in prosecuting this action and obtaining this Settlement—on a contingency fee basis—weighs in 

favor of approval. 

(6) The amount of time devoted to the case by plaintiffs’ counsel

Collectively, Settlement Class Counsel dedicated over 27,000 hours to this case. (D.E. 

No. 397-2 ¶ 40). This is figure is confirmed by the in camera submissions of detailed time 

records provided to the Court, which the Court has carefully reviewed. (See D.E. No. 430; D.E. 

No. 436 ¶ 19). Based on the amount of time expended on this matter, this factor weighs in favor 

of approval.

(7) The awards in similar cases

This factor asks the Court to look at awards in similar cases when assessing the 

reasonableness of a fee request. See Gunter, 223 F.3d at 195 n.1. “This factor is addressed in 

two ways: a court (1) compares the actual award requested to other awards in comparable 

settlements; and (2) ensures that the award is consistent with what an attorney would have likely 

received if the fee was negotiated on the open market.” Rowe, 2011 WL 3837106, at *21 

(citation and quotation marks omitted).

“In common fund cases, a district judge can award attorneys’ fees as a percentage of the 

fund recovered,” and the Third Circuit has observed that “fee awards have ranged from nineteen 

percent to forty-five percent of the settlement fund.” GM Truck Prods., 55 F.3d at 822. And 

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“[m]any courts, including several in the Third Circuit, have considered 25% to be the benchmark

figure for attorney fee awards in class action lawsuits, with adjustments up or down for 

significant case-specific factors.” Varacallo, 226 F.R.D. at 249 (citation and quotation marks 

omitted); see also In re Ins. Brokerage Antitrust Litig., 297 F.R.D. 136, 155 (D.N.J. 2013) 

(“Courts within the Third Circuit often award fees of 25% to 33% of the recovery.”). 

Here, whether it be about 25% or about 28%, the Court finds that the fee-request is 

satisfactory in light of the fees typically awarded in this Circuit and the fees typically awarded in 

environmental cases such as this one. See, e.g., Rowe, 2011 WL 3837106, at *17-23; Martin v. 

Foster Wheeler Energy Corp., No. 06-0878, 2008 WL 906472 (M.D. Pa. Mar. 31, 2008) 

(explaining that the litigation was “complex, expensive, and likely to last a long amount of time” 

because of “the nature of pollution” and, further, that “there [were] complicated issues of fact 

and science” that “would require extensive discovery and scientific evidence, requiring the 

Plaintiffs to prove that the Defendant was the source of the [contaminant], that Plaintiffs’ 

property was decreased in value, among other liability concerns”). 

Accordingly, the Court finds that the requested percentage has been found acceptable in 

such common-fund settlements in this Circuit and, further, that the requested percentage falls 

within the range of privately negotiated contingent fees. See In re Ins. Brokerage Antitrust 

Litig., 297 F.R.D. at 156-57 (collecting cases). 

(8)-(10) The Prudential Factors

Two of the last three Prudential factors also weigh in favor of approval of Settlement 

Class Counsel’s fee request. First, the benefits to eligible members from Classes A & C are 

attributable to Settlement Class Counsel’s efforts. Although there have been numerous 

government investigations and attempts by administrative agencies to address the contamination 

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in Jersey City, this Settlement will result in actual money payments—which has not occurred 

from the investigations and administrative agency efforts. Second, as discussed, the percentage 

requested (i.e., whether about 25% or about 28%) is consistent with what Settlement Class 

Counsel would have negotiated as a contingent fee in the marketplace at the outset of litigation. 

Third, although the parties contemplated a cy pres community project whereby up to $100,000 of 

unclaimed funds would be used, the parties have since withdrawn this provision from the 

Settlement Agreement. (See D.E. No. 417 at 1; see also 9/24/15 Tr. at 16:25-18:5, 63:17-64:17). 

Accordingly, the Court finds that there are no proposed innovative terms that would weigh in 

favor (or against) approval. (See D.E. No. 397-1 at 20 (initially contending that the community 

project weighed favorably as a Prudential factor)). 

B. Lodestar Cross-Check

“The lodestar method can be used to cross-check the reasonableness of a percentage-ofrecovery fee award.” Sullivan, 667 F.3d at 330; see also In re A T & T Corp., 455 F.3d at 164 

(“[W]e have recommended that district courts use the lodestar method to cross-check the 

reasonableness of a percentage-of-recovery fee award.”). “The lodestar award is calculated by 

multiplying the number of hours reasonably worked on a client’s case by a reasonable hourly 

billing rate for such services based on the given geographical area, the nature of the services 

provided, and the experience of the attorneys.” In re Rite Aid Corp. Sec. Litig., 396 F.3d at 305. 

“The reasonable attorney rate is determined by reference to the marketplace.” In re Ins. 

Brokerage Antitrust Litig., 297 F.R.D. at 157.

After determining the lodestar, the Court should divide the fee request by the lodestar to 

arrive at a multiplier. See In re Rite Aid Corp. Sec. Litig., 396 F.3d at 305-06; In re ScheringPlough Corp. Enhance Sec. Litig., No. 08-2177, 2013 WL 5505744, at *33 (D.N.J. Oct. 1, 2013). 

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“In performing the lodestar cross-check, the district courts should apply blended billing rates that 

approximate the fee structure of all the attorneys who worked on the matter.” In re Rite Aid 

Corp. Sec. Litig., 396 F.3d at 306.

Notably, “[t]he lodestar cross-check serves the purpose of alerting the trial judge that 

when the multiplier is too great, the court should reconsider its calculation under the percentageof-recovery method, with an eye toward reducing the award.” Id. To be sure, “[e]ven when used 

as a cross-check, courts should ‘explain how the application of a multiplier is justified by the 

facts of a particular case.’” Id. (quoting In re Prudential, 148 F.3d at 340-41)). Finally, in using 

the lodestar cross-check, “the district court may rely on summaries submitted by counsel and 

need not review billing records.” In re Schering-Plough Corp. Enhance Sec. Litig., 2013 WL 

5505744, at *33. 

Here, Settlement Class Counsel submits that the total number of hours expended by 

attorneys and paraprofessionals involved in this case is 27,638.70 hours—which is rounded for 

purposes of the cross-check to 27,639 hours. (D.E. No. 436 ¶¶ 24-25). Settlement Class 

Counsel submits a blended billing rate of $342.11 per hour. (Id.). This yields a lodestar of

$9,455,475.66. (Id.).13 Settlement Class Counsel seeks $2,504,250 in fees. (Id.). Dividing 

$2,504,250 by $9,455,475.66 yields a multiplier of 0.26. 

The Court finds that this lodestar multiplier of 0.26 is reasonable and appropriate. First, 

the Court has reviewed in camera the hours that were expended in pursing this litigation and is 

satisfied that submitted number of 27,638.70 hours is accurate. (D.E. No. 430; D.E. No. 436 ¶ 

19). Second, the Court is satisfied that the blended rate of $342.11 per hour is satisfactory. The

 13 Settlement Class Counsel’s submission states that the lodestar is $9,455,465.66, (D.E. No. 436 ¶¶ 24-25), but this 

appears to be a typographical error that doesn’t change the outcome of the Court’s lodestar cross-check. In fact, 

using either lodestar results in the same multiplier. 

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calculation to arrive at this figure is provided in Settlement Class Counsel’s declaration. (D.E. 

No. 436 ¶ 24). 

And, regarding the issue of using the blended rate, the Court overrules Ms. Chandra’s 

objection that the “submission of a ‘blended rate’ is useless because it . . . prohibits the court 

form making a determination as to the reasonableness of the rates charged by each attorney.” 

(See D.E. No. 407 at 12). “In performing the lodestar cross-check, the district courts should

apply blended billing rates that approximate the fee structure of all the attorneys who worked on 

the matter.” In re Rite Aid Corp. Sec. Litig., 396 F.3d at 306 (emphasis added).14 After all, Ms. 

Chandra’s hypothetical that a lawyer’s rates may be excessive—and therefore improperly inflate 

the blended rate—is belied by Settlement Class Counsel’s declaration. (D.E. No. 436 ¶¶ 23-24 

(showing, for each lawyer, the title, the position, years of experience, and the billing rate wherein 

the maximum billing rate was $750 per hour for three lawyers who each had over 20 years of 

experience)). The Court finds that the hourly billable rates are reasonable in light of the 

marketplace. See, e.g., Saini, 2015 WL 2448846, at *19; In re Merck & Co. Vytorin ERISA 

Litig., No. 08-285, 2010 WL 547613, at *12-13 (D.N.J. Feb. 9, 2010).

C. Costs

“Counsel in common fund cases is entitled to reimbursement of expenses that were 

adequately documented and reasonably and appropriately incurred in the prosecution of the 

case.” In re Cendant Corp., Derivative Action Litig., 232 F. Supp. 2d at 343. Here, Settlement 

Class Counsel seeks $1,140,023.77 in costs. (D.E. No. 431). This sum is comprised of: (1) 

$1,085,869.58 in costs for pursuing claims against both PPG and Honeywell; and (2) $54,154.19 

 14 See also In re Schering-Plough Corp. Enhance Sec. Litig., 2013 WL 5505744, at *33 (“[T]he putative POR award 

is divided by the lodestar (which consists of the value of billable time devoted to the case calculated by multiplying 

the total hours submitted by counsel by the blended current billing rates of all attorneys and paraprofessionals who 

worked on the case).”).

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in expenses attributable to Honeywell only. (D.E. No. 436 ¶ 29). Settlement Class Counsel 

submitted documentation of its expenses for in camera review. (D.E. Nos. 431 & 436 ¶ 29). 

The expenses included the following: 

fees for experts or consultants in various scientific disciplines such 

as air transport of contaminants, risk assessment, forensic 

reconstruction, toxicology, property valuation and economics; 

mediation fees and costs; the costs associated with document 

management, reviews, imaging, copying, Bates labeling and 

productions; the costs associated with fact and legal research; 

forensic preservation of electronic files; court fees such as the 

filing of pleadings, subpoena service and pro hac vice fees; 

discovery such as deposition transcripts and videos; litigation 

support costs associated with copying, uploading, and analyzing 

voluminous data and document collections and costs associated 

with travel and lodging for hearings, client meetings, expert 

meetings, site visits, court conferences, co-counsel meetings, 

document reviews, mediation and meetings with opposing counsel.

(D.E. No. 436 ¶ 30). 

Settlement Class Counsel reiterates that, although settlement has been reached only with 

Honeywell, they litigated this case “in a manner such that all costs were advanced by the Class 

firms in their effort to prosecute the claims against Honeywell and PPG jointly” as “this case 

involved numerous allegations of joint and several liability.” (Id. ¶ 31). But “[o]nce a settlement 

in principle was reached, . . . the majority of case expenses, such as expert expenses, were 

incurred in pursuing plaintiffs’ claims against PPG and were distinguishable,” and Settlement 

Class Counsel “have isolated these expenses and do not seek reimbursement of those costs from 

the Honeywell settlement fund.” (Id. ¶ 32). Settlement Class Counsel has also “isolated certain 

Honeywell-only expenses, such as the costs associated with the mediation and settlement.” (Id. ¶ 

33). 

The Court finds that Settlement Class Counsel is entitled to receive costs in the requested 

amount because the requested costs have been “adequately documented and reasonably and 

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appropriately incurred in the prosecution of the case.” See In re Cendant Corp., Derivative 

Action Litig., 232 F. Supp. 2d at 343. Importantly, Settlement Class Counsel has provided this 

Court with itemized expenditures, including in camera submissions showing detailed records of 

the requested costs. 

To be sure, for the reasons discussed above under the second Gunter factor, the Court is 

not persuaded otherwise by Ms. Chandra’s objections. (See D.E. No. 407 at 4, 6, 8, 9 (objecting 

that medical-monitoring expenses should be excluded, PPG-related expenses should be excluded, 

contract-attorney expenses are being charged twice, and expenses have not been itemized)). 

D. Incentive awards

“Incentive awards are not uncommon in class action litigation and particularly where . . . 

a common fund has been created for the benefit of the entire class.” Sullivan, 667 F.3d at 333 

n.65 (citation omitted). “The purpose of these payments is to compensate named plaintiffs for 

the services they provided and the risks they incurred during the course of class action litigation, 

and to reward the public service of contributing to the enforcement of mandatory laws.” Id.

(citation and quotation marks omitted). Here, Settlement Class Counsel seeks permission to pay 

each representative for Classes A and C $10,000 from the common fund. (See D.E. No. 415-3 at 

20). 

The Court approves these two awards. First, these awards are not conditioned on the 

individuals’ support for the settlement; they are for compensating the two representatives for 

their services, including spending considerable time communicating with counsel and other class 

members, as well as appearing “for lengthy and sometimes difficult and emotional multi-day 

deposition.” (D.E. No. 397-2 ¶ 37); see also Bredbenner v. Liberty Travel, Inc., No. 09-905, 

2011 WL 1344745, at *23 (D.N.J. Apr. 8, 2011) (“Courts have ample authority to award 

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incentive or ‘service’ payments to particular class members where the individual provided a 

benefit to the class or incurred risks during the course of litigation.”). Second, the award 

amounts are neither excessive (viewing them in a vacuum) nor disproportionally large when 

compared to the payments to individual class members. Third, no one has objected to the 

incentive awards even though there was unequivocal notice about the awards being withdrawn 

from the common fund. (See D.E. No. 415-4 at 18, 29). 

VII. CONCLUSION 

For the reasons in this Opinion, the Court certifies two classes for purposes of settlement, 

approves the proposed settlement, approves the requested attorney’s fees and costs, and approves 

the class representative incentive awards. An appropriate Order accompanies this Opinion.

s/Esther Salas 

Esther Salas, U.S.D.J.

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