1743517.1 

Alan E. Sash 

Lee S. Shalov 

MCLAUGHLIN & STERN LLP

260 Madison Ave. 

New York, NY 10016 

T: 646-278-4298 

F: 212-448-0066 

Angela Edwards 

LAW OFFICE OF ANGELA EDWARDS

72 Canterbury Circle 

East Longmeadow, MA 01028 

T: 413-525-3820 

Andrew N. Friedman 

COHEN MILSTEIN SELLERS & TOLL PLLC 

1100 New York Ave., N.W., Suite 500W 

Washington, D.C. 20005 

T: 202-408-4600 

F: 202-408-4699 

Attorneys for Plaintiffs

on behalf of themselves and all others 

similarly situated.

IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF NEW JERSEY 

-------------------------------------- X 

SUSAN SABOL, VALERIE DONE, and 

KATHLEEN KLODNER on behalf of 

themselves and all others similarly situated, 

Plaintiffs, 

-againstHYDROXATONE, LLC and ATLANTIC 

COAST MEDIA GROUP 

Defendants. 

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CIVIL ACTION NO. 

2:11-cv-04586-SRC-MAS 

DECLARATION OF ANDREW N. 

FRIEDMAN IN SUPPORT OF 

MOTIONS FOR FINAL APPROVAL 

OF THE AMENDED SETTLEMENT 

AGREEMENT AND AN AWARD OF 

ATTORNEYS’ FEES, REIMBURSEMENT OF EXPENSES, AND 

PARTICIPATION AWARDS 

FINAL SETTLEMENT HEARING 

JULY 16, 2013 

-------------------------------------- X 

 I Andrew N. Friedman, declare as follows: 

1. I am a partner at the law firm of Cohen Milstein Sellers & Toll PLLLC. I am admitted to 

practice in the District of Columbia, New York, and before a number of federal courts. I 

have been admitted pro hac vice in connection with the above-captioned action. I submit 

this declaration in support of Plaintiff’s Motions for Final Approval of the Amended 

Settlement Agreement (“Final Approval Motion”) and An Award of Attorneys’ Fees, 

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Reimbursement of Expenses, and Participation Award (“Joint Fee Petition”). I have 

personal knowledge of the matters discussed herein, and if called as a witness could 

testify competently thereto. 

2. On March 28, 2013, the Court issued an Order preliminarily approving the Amended 

Settlement Agreement. See ECF No. 80. 

3. My firm, along with co-counsel from McLaughlin & Stern and The Law Offices of 

Angela Edwards, are counsel of record in this case, and represent named plaintiffs Susan 

Sabol, Valerie Done and Kathleen Klodner. 

4. Firm résumés for the law firms Cohen Milstein Sellers & Toll; McLaughlin & Stern; and 

The Law Offices of Angela Edwards, are attached hereto as Exhibits A, B, and C 

respectively. ). 

5. During the course of this litigation, as one of three firm appointed as Class Counsel in 

this matter, my firm has been involved in every aspect of the case on behalf of the 

Settlement Class. 

6. Co-Counsel at McLaughlin & Stern and The Law Offices of Angela Edwards have also 

been involved in every aspect of the case listed below. The declarations of Lee Shalov 

and Angela Edwards are also submitted in support of the Joint Fee Petition. See Exhibits 

D & E. 

PROCEDURAL AND LITIGATION HISTORY 

A. Initial Pleadings 

7. On August 8, 2011, plaintiff Tami Gray filed the initial Class Action Complaint (ECF 

No. 1) in this action (the “Action”) against Defendants Hydroxatone, LLC and Atlantic 

Coast Media Group (collectively “Defendants”) alleging on behalf of a national class 

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deceptive customer service practices by Hydroxatone, including failure to credit returns 

of beauty products and failure to cancel membership in auto-ship programs. 

8. On March 23, 2012, Plaintiffs Susan Sabol and Valerie Done filed a First Amended Class 

Action Complaint (ECF No. 30), replacing Tami Gray as Plaintiffs in this Action, and 

seeking relief on behalf of a nationwide class for violations of the New Jersey Consumer 

Fraud Act, breach of contract, unjust enrichment, and for assorted declaratory relief, as 

well as alternative claims under the Utah Consumer Sales Practice Act. 

B. Dispositive Motion 

9. In response to the First Amended Class Action Complaint, Defendants filed a Motion to 

Dismiss based on an alleged lack of standing and defective pleading (ECF No. 33). This 

motion was fully briefed and awaiting adjudication, until the case was stayed to allow the 

parties to pursue settlement negotiations. 

C. Discovery 

10. Discovery began in December 2011. The Plaintiffs served interrogatories and requests for 

production of documents on December 16, 2011. In response to Plaintiffs’ request for 

documents, Defendants produced thousands of pages of documents. These documents 

included training manuals; scripts for customer service personnel dealing with customers; 

transcripts for radio and TV advertisements; internal emails; personnel files and 

Defendant’s insurance policy relating to the litigation. Plaintiffs’ counsel reviewed and 

analyzed these documents. 

11. In total, Class Counsel reviewed and analyzed approximately 62,000 documents 

produced by Defendants. 

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12. As a prerequisite to a settlement meeting, Defendants produced discovery regarding 

Defendants’ sales and financial status. 

D. Mediation and Settlement 

13. Settlement discussions between the parties began in June 2012. 

14. Class Counsel met with Defendants’ Counsel on July 17, 2012 in an effort to settle the 

case. Those negotiations did not yield a settlement, but the parties agreed additional 

negotiations with an experienced mediator might prove helpful. 

15. At the July 17, 2012 settlement meeting, Defendants informed Class Counsel that 

Hydroxatone was in a tenuous financial position and that there was a wasting insurance 

policy. 

16. In preparation for mediation, Defendants provided Class Counsel with additional 

information for settlement purposes in response to Plaintiffs’ specific requests, including 

information related to Defendants’ sales data, customer return/refund data, return/refund 

policies, record-keeping facilities, and insurance coverage. 

17. On August 14, 2012, both parties participated in a mediation session in front of the 

Honorable Stephen M. Orlofsky (ret.). 

18. Class Counsel advocated for the maximum possible settlement in light of the financial 

realities facing Hydroxatone. 

19. The mediation session resulted in the parties reaching a tentative settlement agreement, 

which was endorsed by Judge Orlofsky, which was detailed in a Memorandum of 

Understanding executed on December 4, 2012. 

20. The agreement reached at the August 14, 2012 mediation was made contingent on Class 

Counsel’s receipt and review of specific company financial statements. 

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21. On August 18, 2012, in light of the progress made at the mediation session, the parties 

submitted a Stipulation and Consent Order for Stay. (ECF No. 49). 

22. On August 20, 2012 the Court issued an order to stay the case for 60 days. (ECF No. 50). 

23. On October 22, 2012, the parties entered another Stipulation and Consent Order for Stay 

while settlement negotiations and confirmatory discovery continued. (ECF No. 54). 

24. On October 23, 2010, the Court stayed the case for another sixty days, pending final 

agreement. (ECF No. 56). 

25. After months of working on the exact terms of the Settlement Agreement, and the 

exhibits thereto, the full Settlement papers were executed by the parties on February 7, 

2013. 

26. On February 7, 2013 Plaintiffs Susan Sabol, Valerie Done and Kathleen Klodner filed a 

Second Amended Class Complaint (ECF No. 64). The Second Amended Complaint 

added Plaintiffs Klodner’s claims arising from her experiences Hydroxatone’s PreferredCustomer Beauty Program. 

E. Communications With Margolis Counsel 

27. On August 15, 2012, I sent an email to Patrick Perotti and Nicole Fiorelli (who were 

identified as Margolis Counsel) to inform them about the settlement negotiations and to 

invite them to participate in a joint settlement. 

28. On August 16, 2012, Lee Shalov and I, on behalf of Gray Counsel, participated in a 

telephone call with one of the Margolis Counsel, Patrick Perotti, and spoke at length 

regarding the settlement negotiations. Specifically, we informed Mr. Perotti about 

Defendant’s limited resources for settlement purposes and requested that Margolis 

Counsel participate with Class Counsel in a joint settlement of the cases. 

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29. On August 21, 2012, another Margolis Counsel – Ronald Margolis – sent an email to me 

and Lee Shalov stating that Margolis Counsel declined Gray Counsel’s offer to 

participate in settlement activities. 

E. Preliminary Approval 

30. The parties filed the Amended Settlement Agreement on March 25, 2013. The 

Amended Settlement Agreement is attached hereto as Exhibit D. 

31. On March 25, 2013 Plaintiffs’ filed a Motion for Settlement asking the Court for 

preliminary approval of the proposed Amended Settlement Agreement (ECF No. 76 & 

77). 

32. On March 28, 2013, this Court preliminarily approved the proposed settlement based on 

the Amended Settlement Agreement (ECF No. 80). The terms of the Amended 

Settlement Agreement between Plaintiffs and Defendants are described at length in the 

motion for final approval and the Joint Fee Petition filed with this motion. 

F. Notice to the Class 

33. Notice to the Class was disseminated on April 26, 2013. The notice process and the 

claims process is set forth in length in the declaration of the Settlement Administrator 

filed with this motion. See Declaration of Jill Fukunaga, attached hereto as Exhibit I. 

TIME AND EFFORT DEDICATED TO THE CASE 

34. The schedule attached as Exhibit G, and incorporated herein, is a detailed summary of the 

amount of time spent by my firm’s partners, attorneys and professional support staff who 

were involved in this litigation through May 28, 2013. It does not include any time 

devoted to preparing this declaration or otherwise pertaining to the Joint Fee Petition. The 

lodestar calculation is based on my firm’s current billing rates. Exhibit G was prepared 

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from contemporaneous time records regularly prepared and maintained by my firm. The 

hourly rates for my firm’s partners, attorneys and professional support staff included in 

Exhibit G are the usual and customary hourly rates charges for their services in similar 

complex litigation. In addition, my firm has submitted fee petitions in other cases that 

have reported hourly rates at amounts comparable to those sought herein, and courts have 

approved an award of attorneys’ fees in such cases. 

35. The total number of hours reasonably expended on this litigation by my firm from 

inception to May 28, 2013 is 2,231 hours. The total lodestar for my firm at current rates is 

$ 961,573.25. Expense items are billed separately and are not duplicated in my firm’s 

lodestar. 

36. The expenses my firm incurred in litigating this action are reflected in the books and 

records of my firm. These books and records are prepared from expense vouchers, 

receipts, and check records and other source materials and accurately reflect the expenses 

incurred. 

37. My firm incurred a total of $ 16,573.59 in unreimbursed expenses, all of which were 

reasonable and necessary for the prosecution of this litigation. The expenses incurred in 

this action are commercially reasonable and are reflected on Cohen Milstein’s books and 

record. These books and records are prepared from expense vouchers, check records, and 

other source materials, and they represent an accurate record of the expenses incurred. A 

summary of those expenses by category is attached as Exhibit H. 

38. Attached hereto as Exhibit E is a true and correct copy of the of the Declaration of Lee S. 

Shalov in Support of the Joint Fee Petition, which includes the total number of hours 

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reasonably expended on this litigation by McLaughlin & Stern and his firm’s 

unreimbursed expenses reasonably incurred in the litigation. 

39. Attached hereto as Exhibit F is a true and correct copy of the of the Declaration of 

Angela Edwards in Support of the Joint Fee Petition, which includes the total number of 

hours reasonably expended on this litigation by The Law Offices of Angela Edwards and 

her firm’s unreimbursed expenses reasonably incurred in the litigation. 

40. The total lodestar for the attorneys representing plaintiffs in this action is $1,430,115.75. 

Firm Name Lodestar Amount 

Cohen Milstein Sellers & Toll, PLLC $961,573.25 

McLaughlin & Stern, LLP $98,412.50 

Law Offices of Angela Edwards $370,130.00 

TOTAL $1,430,115.75 

41. A total of $19,785.42 in costs and expenses has been advanced by attorneys representing 

plaintiffs in this action. 

Firm Name Expenses Amount 

Cohen Milstein Sellers & Toll, PLLC $16,573.59 

McLaughlin & Stern, LLP $995.83 

Law Offices of Angela Edwards $2,216.00 

TOTAL $19,785.42 

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42. To date, Class Counsel have received no compensation for either their time or expenses 

while this case has been pending. Class Counsel’s fees and expenses are totally 

contingent and dependent on a fee and expense award by this Court. 

43. In undertaking to represent the Class, Class Counsel had to ensure that sufficient 

resources and funds existed at all times, not only to prosecute the litigation in a costeffective manner, but also to compensate vendors and the experts that we had engaged in 

support of class certification, and that would have soon been required had the case 

proceeded. The financial burden on contingent fee counsel is far greater than it is on 

firms that are paid on ongoing bases throughout lengthy and complex litigation. 

44. The named plaintiffs, Susan Sabol, Valerie Done and Kathleen Klodner, each made 

significant contributions to this litigation. They participated in case investigation, 

complaint drafting, provided relevant documents, and regularly communicated with Class 

Counsel throughout the course of the litigation. 

45. Former named Plaintiff Tami Gray also made significant contributions to this litigation. 

She participated in the case investigation and drafting of the complaint, but due to 

personal hardship voluntarily withdrew from the case before individual discovery could 

take place. 

I declare under penalty of perjury under the laws of the United States and the District of 

Columbia that the foregoing is true and correct. 

Executed this 30th day of May 2013, in Washington, District of Columbia. 

 ______/s/ Andrew N. Friedman____ 

 Andrew N. Friedman 

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